Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. (a) Seller shall, indemnify, defend, save and hold will indemnify Purchaser, any assignee of Purchaser and their respective its directors, officers, directors, employees, agents and Affiliates agents, and any person controlling the Purchaser (collectivelywithin the meaning of the Securities Act) and each underwriter, "Purchaser Indemnitees") harmless from if any, of the Registrable Shares and each person controlling that underwriter (within the meaning of the Securities Act), against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, expenses, damages, deficiencies, liabilities, costs liabilities and expenses actions ("Claims") in respect of Claims (including reasonable legal feesany Claim incurred in settlement of any litigation, interestcommenced or threatened) arising out of or based on (i) any untrue statement or alleged untrue statement of a material fact in any prospectus or any related registration statement, penaltiesor any amendment or supplement thereto, or any notification or the like incident to any such registration, or any amendment or supplement thereto, or any qualification or compliance, or (ii) any omission or alleged omission to state in any such prospectus or related registration statement incident to such registration, qualification or compliance, a material fact required to be stated in it or necessary to make that statement in it not misleading in light of the circumstance in which the statement was made, or (iii) any violation by Seller of any rule or regulation promulgated under the Securities Act applicable to Seller and all reasonable relating to action or inaction required of Seller in connection with any such registration, qualification or compliance; provided, however, that the indemnity agreement contained in this Section 4.7(a) will not apply (A) to amounts paid in investigation, defense or settlement of any Claim if such settlement is effected without the consent of Seller (which consent will not be unreasonably withheld) and (B) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or the prospectus or the prospectus as amended or supplemented, but eliminated or remedied in the prospectus or the prospectus as amended or supplemented, and will not inure to the benefit of Purchaser, its directors, officers, employees, agents, or any underwriter (or to the benefit of any person who controls Purchaser or such underwriter within the meaning of the foregoing Securities Act) from whom the person asserting the Claim purchased any of the Registrable Shares, if a copy of the prospectus (as then amended or supplemented and whether provided to Purchaser) was not sent or not given to such person through no fault of Seller at or prior to the time such action is required by the Securities Act, nor will Seller be liable in any such demandscase for any Claim to the extent that it arises out of or is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, claimsincluding any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages"(2) asserted against, imposed upon, resulting to, the omission or alleged omission to state therein a material fact required to be paid bystated therein, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result innecessary to make the statements therein not misleading, or which would not have occurred but for, a breach of (3) any representation violation or warranty made alleged violation by Seller in this Agreementof the Securities Act, in the Exchange Act, any certificate or document furnished at Closing pursuant hereto by Seller state securities law or any Ancillary Agreement to which Seller is rule or is to become a partyregulation promulgated under the Securities Act, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, Exchange Act or any state securities law (collectively a "Violation") which occurs in reliance upon and in conformity with written information furnished for use in connection with such registration by or on behalf of facts existing, prior Purchaser (with respect to the Closing Date, except for any Assumed Liability. To the extent any a Claim by Purchaser Indemnitee is entitled under this Section 4.7(a)) or such underwriter or controlling person (with respect to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held a Claim by such underwriter or controlling person under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerthis Section 4.7(a)).

Indemnification by Seller. From and after the Closing, Seller shall, hereby agrees to indemnify, defend, save defend and hold harmless Purchaser, any assignee of Purchaser and its Affiliates and, if applicable, their respective directors, officers, directorsstockholders, partners, attorneys, accountants, agents, employees, agents heirs, successors and Affiliates assigns (collectivelythe “Purchaser Indemnified Parties” and, "Purchaser Indemnitees"collectively with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from from, against and against all demands, claims, allegations, assertions, actions or causes in respect of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any Losses actually incurred by any of the foregoing and whether Purchaser Indemnified Parties resulting from or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a of (a) any breach of any representation or warranty made by Seller contained in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a (b) the breach or nonfulfillment of any covenant or agreement made by any of Seller contained in this Agreement Agreement, (c) any Excluded Liability or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoExcluded Asset, or (d) any state of facts existing, prior to the Closing Date, except for any Assumed Special Environmental Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms For purposes of clause (a) of the Escrow Agreementimmediately preceding sentence, all “materiality,” “Material Adverse Effect” and similar materiality qualifiers contained in such representations and warranties shall be disregarded (other than those set forth in Sections 5.06 (Financial Statements), 5.09(a) (Contracts) and 5.11(a) (Intellectual Property)). The Purchaser Indemnified Parties shall not be entitled to withdraw sufficient funds from the Escrow Fund assert any indemnification claim pursuant to clause (a) of this Section 12.03 (i.e., for breach of any representation or warranty made by Seller contained in this Agreement) after the Escrow Agreement expiration of the applicable survival period set forth in lieu of payment directly from Seller, and Section 12.01(a) (except to the extent the amount due provided therein) and, in each such case, any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser such claim shall be entitled to collect irrevocably and unconditionally released and waived by the Purchaser Indemnified Parties upon such balance owned to Purchaser Indemnitee directly from Sellerexpiration, whether or not a longer period would be permitted by applicable Law.

Indemnification by Seller. Subject to the limitations set forth in Section 13.3, from and after the Closing, Seller shalland the Selling Members, jointly and severally, agree to indemnify, defend, save defend and hold harmless each of the Purchaser, Parent and any assignee of Purchaser and their respective members, officers, directors, employees, agents and Affiliates agents, affiliates, successors or assigns (collectivelyeach, a "Purchaser IndemniteesParty") harmless from and against all demandsany loss, claims, allegations, assertions, actions damage or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses expense (including reasonable legal attorneys' fees) which a Purchaser Party may incur, interest, penalties, and all reasonable amounts paid in investigation, defense suffer or settlement become liable for as a result of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a with (a) the breach of any representation or warranty made by of Seller or the Selling Members contained in this Agreement; (b) the breach of any agreement of Seller or the Selling Members contained in this Agreement; or (c) any assertion against a Purchaser Party of any claim or Liability relating to an Excluded Liability including, in without limitation, the assertion against a Purchaser Party by any certificate Person or document furnished at Closing pursuant hereto Governmental Body of any obligation or Liability relating to the operation of the Purchased Assets or the conduct of the business of the Selling Members prior to the Effective Date including, without limitation, tax claims or liabilities. Purchaser, acting on behalf of a Purchaser Party, shall give Seller and the Selling Members prompt written notice of any claim, suit or demand which Purchaser believes will give rise to indemnification by Seller or the Selling Members under this section; provided, however, that, the failure to give such notice shall not affect the obligations of Seller or the Selling Members hereunder, unless such failure adversely affects any Ancillary Agreement rights, remedies or privileges that would have been available to which Seller or a Selling Member. Except as hereinafter provided and except where a conflict of interest between Seller and/or the Selling Members and the Purchaser Party suggests separate counsel is appropriate, Seller and/or the Selling Members shall have the right to defend and to direct the defense against any such claim, suit or is to become a partydemand, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement its name or in any Ancillary Agreement to which Seller is or is to become a party, the name of the Purchaser Party at Seller's and/or the Selling Members' expense and any and all liabilities with outside counsel of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on Seller's and/or the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed LiabilitySelling Members' own choosing. To the extent any Each Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser Party shall, at its option and subject Seller's and/or the Selling Members' expense, cooperate reasonably in the defense of any such claim, suit or demand. If Seller and/or the Selling Members, within reasonable time after notice of a claim, fails to defend a Purchaser Party, the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser Party shall be entitled to collect undertake the defense, compromise or settlement of such balance owned claim at the expense of and for the account and risk of Seller and/or the Selling Members subject to the right of Seller and/or the Selling Members to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Purchaser Indemnitee directly Party, provided neither Seller nor the Selling Members will, without the Purchaser Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from Sellerall Liability in respect of such claim.

Indemnification by Seller. The Seller shallshall indemnify the Purchaser and its directors, indemnifyofficers, defend, save employees and agents (the “Indemnified Parties”) and hold Purchaser, them harmless against any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciespenalties, liabilitiesfines, costs forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (including reasonable legal feesA) the Seller’s willful misfeasance, interestbad faith or negligence in the performance of its duties under this Agreement, penaltiesany Servicing Agreement or any Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, any Servicing Agreement or any Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, any Servicing Agreement or any Guide, (D) Seller's breach of a representation, warranty or covenant under, or Seller's failure to comply with any obligation under, any agreement or obligation secured by a Purchaser's right, title or interest in the Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread, all Secondary Portfolio Excess Spread and all reasonable rights under this Agreement with respect to any Primary Portfolio Excess Spread or any Secondary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account and the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts paid due under this Agreement on account of or related to the Primary Portfolio Excess Spread or the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads, Secondary Portfolio Excess Spreads and/or amounts due in investigationrespect thereof under the related Servicing Agreements and Guides; (v) all records, defense instruments or settlement of other documentation evidencing any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritoriousforegoing; collectively(vi) all "general intangibles", "Purchaser Damagesaccounts") asserted against, imposed upon"chattel paper", resulting to"securities accounts", required "investment property", "deposit accounts" and "money" as defined in the Uniform Commercial Code relating to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and constituting any and all liabilities of Seller the foregoing (including, without limitation, all of Seller's rights, title and interest in and under the Primary Portfolio Excess Spreads and Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms all of the Escrow Agreementforegoing, be entitled to withdraw sufficient funds from as security for the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance obligations of the funds held Seller under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerthis Section 8.03.

Indemnification by Seller. (a) The Seller shallagrees to indemnify the Back-Up Servicer, indemnifythe Custodian, defendthe Buyer and assignees of the Buyer (each an “Indemnified Party”, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees"the “Indemnified Parties”) harmless from against any and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses liabilities (including reasonable legal feesfees and related costs) that such Indemnified Parties may sustain directly or indirectly related to (i) any wrongful or negligent act of, interestor omission to act, penaltiesby a Diamond Resorts Party, (ii) any inaccuracy or breach of the representations and all reasonable amounts paid in investigationwarranties of the Seller under Section 5, defense Schedule I, or settlement Schedule II hereof, (iii) any failure of a Diamond Resorts Party to perform any of its obligations under the Transaction Documents, (iv) any breach or alleged breach by a Diamond Resorts Party of any of the foregoing Timeshare Documents, (v) any failure of a Diamond Resorts Party to fulfill its obligations as manager of each Collection or each Resort, and whether (vi) a failure by the Seller to perform any of its obligations under the Transaction Documents (“Indemnified Amounts”) excluding, however: (A) Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party; (B) any recourse for any uncollectible Timeshare Loan not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required related to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty warranty; (C) any recourse to the Seller for a Defaulted Timeshare Loan; (D) Indemnified Amounts attributable to any violation by an Indemnified Party of any requirement of law related to an Indemnified Party; or (E) the operation or administration of the Indemnified Party generally and not related to this Agreement. The Seller shall: (x) promptly notify the Buyer if a claim is made by a third party with respect to this Agreement, the Timeshare Loans or any of the Conveyed Timeshare Property, and relating to (1) the failure by the Seller to perform its duties in accordance with the terms of this Agreement or (2) a breach of the Seller’s representations, covenants and warranties contained in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to and (y) assume (with the consent of the related Indemnified Party, which Seller is or is to become a party, a breach or nonfulfillment consent shall not be unreasonably withheld) the defense of any covenant or agreement made by any Seller such claim and pay all expenses in this Agreement or in any Ancillary Agreement to which Seller is or is to become a partyconnection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment, order or decree which may be entered against it or the related Indemnified Party in respect of such claim. If the Seller shall have made any indemnity payment pursuant to this Section 9 and all liabilities of Seller of the recipient thereafter collects from another Person any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior amount relating to the Closing Datematters covered by the foregoing indemnity, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject recipient shall promptly repay such amount to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. Subject to the provisions of Section 11.6 below, after Purchaser or Seller, as the case may be, has filed and been denied a claim with any and all insurance carriers who has issued a policy that provides insurance coverage for the claim to either Purchaser, Seller shallor any related party to either Purchaser or Seller, indemnifyincluding such instances where an insurer shall provide a defense with reservation of rights regarding coverage issues, Seller shall defend, save indemnify and hold Purchaser, any assignee of harmless Purchaser and their respective officerseach of Purchaser’s Affiliates, directorssuccessors and assigns (Purchaser and such persons, employees, agents and Affiliates (collectively, "Purchaser Indemnitees"“Purchaser’s Indemnified Persons”) harmless and shall reimburse Purchaser’s Indemnified Persons for, from and against all demandseach and every demand, claimsclaim, allegationsloss (which shall include any diminution in value), assertionsshortage, actions or causes of actionliability, assessmentsjudgment, lossesdamage, damages, deficiencies, liabilities, costs cost and expenses expense (including reasonable legal fees, without limitation interest, penalties, costs of preparation and all reasonable amounts paid in investigation, defense and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors), whether known or settlement of any of the foregoing unknown, whether fixed or contingent, and whether accrued or not any such demands, claims, allegations, etc., of third parties are meritorious; unaccrued (collectively, "Purchaser Damages") asserted against“Losses”), imposed upon, resulting to, required to be paid by, or incurred by any Purchaser IndemniteesPurchaser’s Indemnified Persons, directly or indirectly, in connection withrelating to, resulting from or arising out of, which could result in, or which would not have occurred but for, a breach of (a) any material inaccuracy in any representation or warranty made by Seller in this Agreement(whether or not Purchaser’s Indemnified Persons relied thereon or had knowledge thereof) contained in, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any representation, covenant, agreement or other obligation of Seller under this Agreement, any Schedule or Exhibit hereto, any Closing Document or any other certificate or document delivered or to be delivered pursuant hereto; (b) any material breach of any covenant with respect to the operation of the Business, or agreement the ownership, possession, operation or use of the Assets or the Leased Premises, up to and including the Closing Date; (c) the value of Gift Certificates that are redeemed after the Closing Date as set forth in Section 9.13; (d) the material failure of the parties to comply with the provisions of any bulk sales or similar laws of any state having jurisdiction over the Assets or the transactions contemplated hereby; (e) any claims made by any Seller in this Agreement Investor or those having any claims for equity ownership in any Ancillary of the Seller or corporate shareholder or partnership shareholder of the Seller; (f) the discharge of obligations related to the Shared Liabilities; and (g) any Excluded Asset or any liability not expressly assumed by Purchaser under this Agreement. Queyrouze shall also indemnify Purchaser for any claims made by any Investor or those having any claims for equity ownership in any of the Seller or corporate shareholder or partnership shareholder of the Seller pursuant to an indemnity agreement in the form attached hereto as Exhibit J (the “Indemnity Agreement”). The Indemnity Agreement and the indemnity obligations of Queyrouze with respect to which claims made by Investors shall terminate if and when Queyrouze or Seller is or is to become a party, and obtains releases from all of the Investors of any and all liabilities of Seller of any nature whatsoeverclaims they may have against the Purchaser’s Indemnified Persons in form and substance acceptable to Purchaser, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at in its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellercommercially reasonable discretion.

Indemnification by Seller. If the Closing occurs, (A) Seller shall, shall indemnify, defend, save and hold Purchaser, any assignee of harmless Purchaser and their respective its officers, directors, employees, agents Affiliates, successors and Affiliates (collectively, "Purchaser Indemnitees") harmless assigns from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagainst, and all reasonable amounts paid in investigationpay or reimburse each of them for and with respect to, defense any Loss relating to, arising out of or settlement resulting from any breach by Seller of any of the foregoing its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party and whether or not any such demands(B) CNL Lifestyle Properties, claimsInc. (“Seller Parent”) and Seller shall jointly and severally, allegationsindemnify, etc.defend, of third parties are meritorious; collectivelyand hold harmless Purchaser and its officers, "Purchaser Damages") asserted directors, employees, Affiliates, successors and assigns from and against, imposed upon, resulting and pay or reimburse each of them for and with respect to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withLoss relating to, arising out ofof or resulting from any breach by Seller of any of its representations set forth in Sections 5.02 and 5.11; provided, which could however, that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the date that is twelve (12) months following the Closing Date (the “Survival Period”) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser for Losses incurred by Purchaser (other than Losses incurred as a result in, of any breach or which would not have occurred but for, a breach inaccuracy of any representation or warranty made by Seller contained in this AgreementSections 5.02 and 5.11) unless and until the aggregate amount of Losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Deductible”). In addition, notwithstanding anything to the contrary contained herein or in any certificate or document furnished at other Document, if the Closing pursuant hereto occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in excess of: (x) with respect to the representations set forth in Sections 5.02 and 5.11, an amount equal to the Purchase Price and (y) with respect to all other breaches by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement other Document, an amount equal to which Seller is or is to become a party, two and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms one-half percent (2.5%) of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerPurchase Price.

Indemnification by Seller. The Seller shallshall indemnify the Purchaser and its directors, indemnifyofficers, defend, save employees and agents (the “Indemnified Parties”) and hold Purchaser, them harmless against any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciespenalties, liabilitiesfines, costs forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (including reasonable legal feesA) the Seller’s willful misfeasance, interestbad faith or negligence in the performance of its duties under this Agreement, penaltiesany Servicing Agreement or any Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, any Servicing Agreement or any Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, any Servicing Agreement or any Guide, (D) Seller’s breach of a representation, warranty or covenant under, or Seller’s failure to comply with any obligation under, any agreement or obligation secured by a Purchaser’s right, title or interest in the Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread, all Secondary Portfolio Excess Spread and all reasonable rights under this Agreement with respect to any Primary Portfolio Excess Spread or any Secondary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account and the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts paid due under this Agreement on account of or related to the Primary Portfolio Excess Spread or the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads, Secondary Portfolio Excess Spreads and/or amounts due in investigationrespect thereof under the related Servicing Agreements and Guides; (v) all records, defense instruments or settlement of other documentation evidencing any of the foregoing foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and whether “money” as defined in the Uniform Commercial Code relating to or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and constituting any and all liabilities of Seller the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Primary Portfolio Excess Spreads and Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms all of the Escrow Agreementforegoing, be entitled to withdraw sufficient funds from as security for the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance obligations of the funds held Seller under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerthis Section 8.03.

Indemnification by Seller. Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Juice Plus+, any assignee its Master Distributors, and its Affiliates, as well as each of Purchaser and their respective officers, directors, shareholders, agents, and employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demandsloss, claims, allegations, assertions, actions or causes of action, assessments, lossesliability, damages, deficienciesclaims for damages, liabilitiessettlements, costs and judgments or executions, including costs, expenses (including including, without limitation, commissions paid and payable) and reasonable legal feesattorneys’ fees and costs (collectively, interest, penalties, and all reasonable amounts paid in investigation, defense “Losses”) incurred by Juice Plus+ and/or such persons or settlement entities as a result of any Third Party demands, actions, suits, prosecutions or other such claims arising on and after the Effective Date (“Juice Plus+ Claims”) based on: (i) any injury to or death of any person, or damage to property caused in any way by or resulting from an alleged breach of Seller’s representations and warranties contained herein; (ii) any claims that a Product or its method of manufacture infringes any patent, copyright, trade xxxx right, trade secret, mask work right or other proprietary right of any Third Party, unless such claim is attributable to Seller’s incorporation of the foregoing and whether Standards, formulations, specifications or not materials provided by Juice Plus+ for the Products; (iii) Seller’s inability or failure to maintain the quality control levels specified pursuant to this Agreement or (iv) any such demands, claims, allegations, etc., recall of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made Products provided by Seller under this Agreement is ordered by a court of competent jurisdiction or governmental agency due to Seller’s failure to comply with this Agreement. In addition, notwithstanding any other provision to the contrary herein, during any period of time in which Seller is unable or fails to Produce the Products in sufficient volume as required by this Agreement, Juice Plus+ may, in addition to any certificate or document furnished at Closing other rights it has pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow this Agreement, be entitled to withdraw have sufficient funds from Products manufactured and delivered by a Third Party manufacturer (the Escrow Fund pursuant to “Replacement Products”) in accordance with the Escrow Agreement in lieu of payment directly from Seller, and same Standards to the extent required to fulfill Juice Plus+’s requirements for the Products that Seller is unable or fails to produce and deliver, and Seller shall indemnify and hold harmless Juice Plus+ and its Affiliates against all costs or expenses incurred by Juice Plus+ and/or its Affiliates as a result of Seller’s inability or failure to Produce Products in sufficient volume as required by this Agreement, including, but not limited to, the extent to which the purchase prices paid by Juice Plus+ and/or its Affiliates for Replacement Products exceeds the price Seller would be paid for the same Products pursuant to this Agreement (the “Product Replacement Costs”). Notwithstanding the above, Seller shall not be required to indemnify or hold harmless Juice Plus+ or its Affiliates in the event Seller’s inability or failure to Produce Products in sufficient volume is due to any failure to perform by any Approved Contractor which is mandated by Juice Plus+. In addition to any rights now or hereafter granted pursuant to this Agreement or under applicable Law and not by way of limitation of any such rights, Juice Plus+ shall have the right, at any time or from time to time upon the occurrence and during the continuance of a Juice Plus+ Claim or other event for which Seller has an obligation to indemnify Juice Plus+ that has not been satisfied by Seller to, with ten (10) days prior notice to Seller, set off and apply against all payments due from Juice Plus+ to Seller the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled all Losses and/or Product Replacement Costs Seller is obligated to collect indemnify Juice Plus+ for and that Seller has not satisfied such balance owned obligation to Purchaser Indemnitee directly from SellerJuice Plus+.

Indemnification by Seller. The Seller shallshall indemnify the Purchaser and its directors, indemnifyofficers, defend, save employees and agents (the “Indemnified Parties”) and hold Purchaser, them harmless against any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciespenalties, liabilitiesfines, costs forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (including reasonable legal feesA) the Seller’s willful misfeasance, interestbad faith or negligence in the performance of its duties under this Agreement, penaltiesthe Servicing Contract or the Xxxxxx Xxx Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, the Servicing Contract or the Xxxxxx Mae Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, the Servicing Contract or the Xxxxxx Xxx Guide, (D) Seller’s breach of a representation, warranty or covenant under, or Seller’s failure to comply with any obligation under, any agreement or obligation secured by a Purchaser’s right, title or interest in the Purchased MSR Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Purchased MSR Excess Spread and all reasonable rights under this Agreement with respect to any Purchased MSR Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts paid due under this Agreement on account of or related to the Purchased MSR Excess Spread; (iv) all rights to reimbursement of Purchased MSR Excess Spreads and/or amounts due in investigationrespect thereof under the Servicing Contract and the Xxxxxx Mae Guide; (v) all records, defense instruments or settlement of other documentation evidencing any of the foregoing foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and whether “money” as defined in the Uniform Commercial Code relating to or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and constituting any and all liabilities of Seller the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Purchased MSR Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms all of the Escrow Agreementforegoing, be entitled to withdraw sufficient funds from as security for the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance obligations of the funds held Seller under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerthis Section 8.03.

Indemnification by Seller. Subject to the other provisions of this ARTICLE 6, Seller shall, indemnify, defend, save will indemnify and hold Purchaser, any assignee of Purchaser harmless Buyer and its Affiliates and their respective officers, directors, employees, equity holders and agents and Affiliates (collectively, "Purchaser Indemnitees"the “Buyer Indemnified Parties”) harmless from and against all demandsfor any loss, claimsliability, allegationsclaim, assertions, actions damage or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses expense (including reasonable legal fees, interest, penalties, attorneys’ fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; expenses) (collectively, "Purchaser “Damages"”), to the extent caused by or arising from (a) asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by of Seller in this Agreement, in ; (b) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant covenant, obligation or agreement made by any of Seller in this Agreement or in the Confidentiality Agreement; (c) any Ancillary Agreement liability or obligation arising out of or relating to which a breach by Seller is of the Assigned Contracts that occurred prior to the Closing; (d) any liability or is to become a party, and any and all liabilities obligation of Seller or any of its Affiliates related to the Purchased Assets other than the Assumed Liabilities; (e) any nature whatsoeverProceeding by a Third Party resulting, whether due in whole or to become duein part, whether accruedfrom the manufacture, absolutepackaging, contingent labeling, promotion, distribution, transportation, release, storage, recall or otherwise, existing sale of the Product by or on behalf of Seller on or before the Closing Date or arising out the use by patients of any transaction entered into, Product released or any state sold by or on behalf of facts existing, prior to a Seller on or before the Closing Date, except for provided, however, that Seller shall not be obligated under clauses (d) or (e) of this Section 6.2 with respect to any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and indemnity claim to the extent that any Damages are caused by or arise from (i) the amount due any Purchaser Indemnitee exceeds the balance manufacture, packaging, labeling, promotion, distribution, transportation, storage, sale or other Exploitation of the funds held Product by or on behalf of any Selling Person on or after the Closing Date or the use by patients of Product sold by or on behalf of any Selling Person on or after the Closing Date or (ii) any failure, at the time delivered, of Product delivered by Buyer or any of its Affiliates under the Escrow Development and Manufacturing Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerhave been manufactured by or on behalf of Buyer or any of its Affiliates in compliance with the Drug Authorization and all applicable Legal Requirements.

Indemnification by Seller. Seller shall, indemnify, defend, save and hold Purchaser, any assignee of agrees to indemnify each Purchaser and its Affiliates and each of their respective officers, directors, employees, employees and agents and Affiliates (collectively, "“Purchaser Indemnitees"Related Parties”) from, and hold each of them harmless from against, any and against all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, claims, allegations, assertions, actions or and causes of action, assessmentsand, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, deficienciesor expenses of any kind or nature whatsoever, liabilitiesincluding, costs without limitation, the reasonable fees and expenses (including reasonable legal fees, interest, penalties, disbursements of counsel and all other reasonable amounts paid expenses incurred in investigationconnection with investigating, defense defending or settlement of preparing to defend any such matter that may be incurred by them or asserted against or involve any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withthem as a result of, arising out of, which could result inor in any way related to the breach of any of the representations, warranties or which would not have occurred but forcovenants of Seller contained herein, provided such claim for indemnification relating to a breach of any a representation or warranty is made prior to the expiration of such representation or warranty. Furthermore, Seller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by Seller or alleged to have been incurred by Seller in connection with the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. Seller shall, indemnify, defend, save shall indemnify and hold Purchaser, any assignee Buyer and its Affiliates and each of Purchaser and their respective officersshareholders, trustees, directors, employeesofficers, employees and agents and Affiliates (collectively, "Purchaser Indemnitees"the “Buyer Parties”) harmless against and from and against all demands, claims, allegations, assertions, actions or causes in respect of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, any and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties Losses which are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly virtue of or indirectly, result from (a) (i) the inaccuracy in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller or Company in this AgreementAgreement (as modified by the Disclosure Schedules attached hereto, but not an inaccuracy in or breach of any certificate statement made in the Disclosure Schedules themselves) or document furnished at Closing pursuant hereto (ii) the non-fulfillment by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment Company of any covenant or agreement made by any Seller agreement, in each case as contained in this Agreement or in any Ancillary Agreement to which Seller is of the Transaction Documents or is to become a party, and in any and all liabilities of Seller of any nature whatsoever, whether due document or to become due, whether accrued, absolute, contingent or otherwise, existing on instrument delivered at the Closing Date pursuant hereto or arising out thereto, (b) Company’s ownership of LDS, (c) the failure of Washington Mutual Bank, FA, to make any transaction entered intopayment required under that certain Amended and Restated Sublease Agreement dated November 26, or any state of facts existing2002, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms as amended as of the Escrow Agreementdate hereof; provided, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Sellerhowever, that if and to the extent that Seller becomes obligated to indemnify the amount due Buyer Parties pursuant to this subsection (c), Buyer shall take all actions reasonably requested by Seller to assign to Seller, upon Seller’s satisfaction of such indemnification obligations, all of Buyer’s (or any Purchaser Indemnitee exceeds the balance of the funds held its Affiliates’) rights under the Escrow Agreementsuch sublease to receive such corresponding payment(s) from Washington Mutual Bank, Purchaser shall FA, such that Seller will thereafter be entitled to collect pursue any and all contribution, collection or other actions or remedies against Washington Mutual Bank, FA in connection with such balance owned corresponding payment(s), (d) the failure of Company to Purchaser Indemnitee directly from Sellerterminate the Terminated Employees in accordance with Section 12.4 below, or (e) the successful enforcement by the Buyer Parties’ of their indemnification rights provided for hereunder.

Indemnification by Seller. Except as otherwise set forth below, Seller shallshall indemnify and defend the Buyers, indemnify, defend, save and hold Purchaser, any assignee of Purchaser Parent and their respective officersAffiliates, directors, officers, employees, agents consultants, agents, representatives and Affiliates other personnel, in their capacities as such, and the successors, heirs and personal representatives of any of them (collectively, "Purchaser Indemnitees") the “Buyer Indemnified Parties”)against and hold each of them harmless from any and against all demandsdamages, claims, allegations, assertions, actions or causes of action, assessments, losses, damagesliabilities, deficienciesEnvironmental Costs and Liabilities, liabilitiesExport Control Laws Costs and Liabilities, costs and expenses (including reasonable legal fees, interest, penalties, expenses of investigation and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing attorneys’ fees and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; expenses) (collectively, "Purchaser Damages"“Losses”) asserted against, imposed upon, resulting to, required to be paid by, incurred or incurred suffered by any Purchaser Indemnitees, directly or indirectly, in connection with, Buyer Indemnified Party arising out of, which could result in, of or which would not have occurred but for, relating to (i) a breach by the Seller of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any the Seller in this Agreement or in any Ancillary Agreement certificate delivered pursuant hereto, (ii) a failure by Willtek, the Willtek Subsidiaries and/or the Company, as the case may be, (or, with regard to which Seller is Sections 5.3 and 5.4, the Seller’s Affiliates) to perform or is to become a partycomply with their respective covenants or agreements contained herein or in any Related Document, and (iii) noncompliance with any and all liabilities of Seller applicable bulk transfer Laws of any nature whatsoeverstate or country, whether due (iv) any Taxes in respect of the operation of the Business or ownership of the Acquired Assets attributable to become due, whether accrued, absolute, contingent or otherwise, existing on the any Pre-Closing Date or Tax Period and Transfer Taxes arising out of any transaction entered intoas a result of, or in connection with, the sale, transfer and conveyance of the Acquired Assets which, according to Sections 6.3 and 6.4, notwithstanding the operation of applicable Law, are internally to be the responsibility of the Willtek Group, (v) all Pre-Closing Environmental Liabilities, (vi) Liabilities for Employment Claims resulting from, or predicated upon, any state of facts existing, events or circumstances arising or occurring prior to the Closing DateDate in connection with the operation of the Business, except for (vii) all Pre-Closing Export Control Laws Liabilities, (viii) any Assumed Liability. To Excluded Liabilities, (ix) the extent any Purchaser Indemnitee is entitled to collect Purchaser Damagessecurity interests in the patents described on Schedule 3.12(d), Purchaser shalland (x) the non-compliance by Willtek with the requirements of the German Foreign Trade Act, at its option and subject provided, however, that the Seller shall have no indemnification obligations to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and Buyer Indemnified Parties hereunder to the extent the amount due that any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerforegoing obligations or liabilities is an Assumed Liability.

Indemnification by Seller. (a) Seller shall, hereby agrees that from and after the Closing it shall indemnify, defend, save defend and hold Purchaserharmless Buyer, any assignee of Purchaser its Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, agents members, attorneys, accountants, agents, representatives and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (other than, in the case of clauses (i) and (ii), Buyer or any of its Affiliates solely in their capacity as direct or indirect holders of Joint Venture Securities prior to the Closing (collectivelybut without limiting the definition of “Retained Claims”) the “Buyer Indemnified Parties” and, "Purchaser Indemnitees"together with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from from, against and against all demandsin respect of any damages, losses, charges, Liabilities, claims, allegationsdemands, assertionsactions, actions or causes of actionsuits, proceedings, payments, judgments, settlements, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal feestaxes, interest, penalties, and all costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable amounts paid in investigationattorneys’ fees, defense and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or settlement of suffered by, or asserted against, any of the foregoing and Buyer Indemnified Parties, 117 whether or not any such demands, in respect of third party claims, allegations, etc., of third claims between the parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byhereto, or incurred by any Purchaser Indemniteesotherwise, directly or indirectly, in connection withindirectly relating to, arising out ofof or resulting from (i) subject to Section 7.2(b), which could result in, or which would not have occurred but for, a any breach of any representation or warranty made by Seller contained in this AgreementAgreement for the period such representation or warranty survives, in (ii) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any of Seller contained in this Agreement and (iii) any Excluded Asset or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on Excluded Liability (provided that the Closing Date or arising out of any transaction entered into, indemnification under this clause (iii) shall not permit Buyer or any state of facts existing, its Affiliates in their capacity as a direct or indirect holder of Joint Venture Securities prior to the Closing Date, except for to make any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and claim against Seller to the extent an Excluded Liability was paid prior to Closing, except to the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled extent relating to collect such balance owned to Purchaser Indemnitee directly from Sellera third party claim in respect thereto).

Indemnification by Seller. (a) From and after the Effective Time, Seller shall, shall indemnify, defend, save defend and hold Purchaserharmless Buyer, any assignee its Affiliates and each of Purchaser and their respective officers, directors, employees, shareholders, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless Representatives from and against any and all demandscosts, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, Taxes, Liabilities, obligations, lawsuits, deficiencies, liabilities, costs demands and expenses (whether or not arising out of third-party claims), including reasonable legal feeswithout limitation, interest, penalties, and costs of mitigation, all reasonable amounts paid in the investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; reasonable third-party legal fees and expenses (collectively, "Purchaser Damages"“Losses”) asserted against, imposed upon, resulting to, required to be paid by, suffered or incurred by any Purchaser Indemniteessuch indemnified party, directly net of any (i) Tax benefits actually realized in the year of the related indemnity payment or indirectlyearlier, calculated on a with and without basis, attributable to the incurrence or payment of the incurred Losses, and (ii) solely with respect to clause (D) below, insurance proceeds received by Buyer or its Affiliates under any Seller Insurance Policy, incurred in connection with, arising out of, which could result in, resulting from or which would not have occurred but for, a incident to (A) any breach or inaccuracy of any representation or warranty of Seller made by Seller in or pursuant to this Agreement, in (B) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of made in or pursuant to this Agreement, (C) the Excluded Liabilities or (D) any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, Casualty Loss occurring prior to the Closing Date; provided, except however, that Seller shall not have any Liability under clause (A) above (x) with respect to breaches or inaccuracies of any representation or warranty of Seller under Section 3.17 (Sufficiency of Assets), unless the aggregate of all Losses relating thereto for any Assumed Liability. To which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to Eighteen Million Five Hundred Thousand United States Dollars ($18,500,000) (the “Lower Basket”), and then only to the extent that the aggregate of all such Losses relating thereto exceeds the Lower Basket and (y) with respect to breaches or inaccuracies of any Purchaser Indemnitee is entitled other representation or warranty of Seller made in or pursuant to collect Purchaser Damagesthis Agreement, Purchaser shallunless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable (together with all Losses referred to in foregoing clause (x)) exceeds on a cumulative basis an amount equal to Thirty-Seven Million United States Dollars ($37,000,000) (the “Higher Basket”), and then only to the extent that the aggregate of all such Losses exceeds the Higher Basket; provided, further, however, that Seller’s aggregate liability under clause (A) above shall in no event exceed Five Hundred Fifty-Five Million United States Dollars ($555,000,000) (the “Cap”). Notwithstanding the foregoing, (1) the limitations on liability set forth in each of the foregoing provisos shall not apply with respect to (x) Losses arising out of a breach of a representation or warranty set forth in Section 3.1(a) (Seller’s Authority); Section 3.1(c) (Investment Canada Act); the first sentence of Section 3.2(a) (Title to Tangible Assets); Section 3.3(b) (Title to Real Property); Section 3.10 (Brokers); or Sections 3.16(e), 3.16(f), 3.16(g), 3.16(h), 3.16(i) and 3.16(j) (Taxes); or (y) claims of, or cause of action from, fraud; and (2) the Cap shall not apply with respect to Losses arising out of a breach of a representation or warranty set forth in Section 3.17 (Sufficiency of Included Assets); provided, however, that if the absence of an asset or service resulted in a breach of a representation or warranty set forth in Section 3.17 (Sufficiency of Included Assets), to the extent that such breach may be cured by delivery of such asset or service, Seller’s indemnification obligations hereunder may, at its option and subject to the terms of the Escrow Agreementoption, be entitled cured to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu such extent (and only such extent) by delivery of payment directly from Sellersuch asset or service, and the remaining indemnification obligations with respect to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser such breach (if any) shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellersatisfied in accordance with the other provisions of this Article 8.

Indemnification by Seller. Subject to Section 14.2, Seller shall, indemnify, defend, save indemnifies and hold Purchaser, any assignee of holds Purchaser and their respective officersits stockholders, directors, employees, agents agents, officers and Affiliates (collectivelyaffiliates harmless against, and to reimburse such persons for, any Purchaser Damages. The term "Purchaser Indemnitees") harmless from and against all Damages" for purposes of this Section 14 means any claims, actions, demands, claimslawsuits, allegationscosts, assertions, actions or causes of action, assessments, losses, damages, deficienciesexpenses, liabilities, costs penalties and expenses damages (including reasonable legal fees, interest, penalties, and all reasonable amounts paid counsel fees incidental thereto or incidental to the enforcement by Purchaser of this Agreement) resulting to Purchaser from: (a) any material inaccurate representation made to Purchaser in investigation, defense or settlement pursuant to this Agreement; (b) material breach of any of the foregoing and whether warranties made to Purchaser in or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required pursuant to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a ; (c) material breach or nonfulfillment of any covenant or agreement made default in the performance by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoeverof its covenants or obligations under this Agreement; (d) any debts, whether due liabilities or to become dueobligations of Seller, whether accruedwhich are not expressly assumed by Purchaser hereunder; (e) any claim by any third party arising from any alleged default, absolute, contingent act or otherwise, existing on the Closing Date or arising out breach by Seller of any transaction entered intoobligation, contract or commitment or resulting from any state act or omission of facts existingSeller; (f) any claim by any third party, including creditors of Seller which are based upon Seller's execution and performance of this Agreement; (g) any reasonable protection of Seller's trade name rights from infringement, use or registration thereof which commenced prior to the closing date with respect to the names "Xxxxxx" or "The Xxxxxx Corporation"; (h) the ownership, possession, use or operation of any real property prior to the Closing DateDate (including, except for without limitation, any Assumed Liability. To the extent liability related to any Purchaser Indemnitee is entitled environmental clean-up, compliance or corrective action); (i) any claims relating to collect Purchaser Damages, Purchaser shall, at its option and subject any products sold prior to the terms of the Escrow AgreementClosing Date (including, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Sellerwithout limitation, any products liability, negligence, tort, express or implied warranty, statutory or contract claims) and to the extent the amount due (j) any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerclaims based on any applicable bulk sale law.

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to indemnify and hold PurchaserHFF and USI, any assignee of Purchaser and their respective directors, officers, directors, employees, agents agents, representatives, successors, and Affiliates assigns (collectively, "Purchaser Indemnitees"including HFF and USI, the “Buyer’s Group Members”) harmless from and against any and all claims, demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs losses and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid incurred by any Buyer’s Group Member in investigation, defense connection with or settlement arising from failure or default of any of the foregoing and whether or not any such demandscovenants, claimsagreements, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byrepresentations, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach warranties of any representation or warranty made by Seller in under this Agreement, in any certificate or document furnished at all known debts of Seller as of the Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a partyDate, and any and all liabilities amounts that might be claimed, asserted, or established for as deficiencies in or with respect to federal or state income taxes, or franchise and other taxes and charges against Seller; and all such deficiencies with respect to operations and business of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on and the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior Existing Outlet during the current fiscal year up to the Closing Date. If any claim is asserted for which Seller will be obligated to indemnify the Buyer’s Group Members pursuant to this provision, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser Seller shall, at its option and subject within 10 days after receiving written notice of such claim, notify the Buyer’s Group Members in writing whether Seller does or does not have any objection to the terms payment of the Escrow Agreementclaim. Seller shall not object to the payment of any such claim unless Seller shall at the same time inform the Buyer’s Group Members in writing that Seller disputes the claim, in whole or in part, and Seller promptly initiates proper proceedings to contest the claim and undertake the appropriate defense thereof at Seller’s sole cost and expense, and in a manner that may be effective to protect against liability in connection therewith. If within the 10-day period, Seller has no objection to the payment of the claim, Seller shall be obligated to pay such claim within 10 days after the expiration of the 10-day notice period. The failure of Seller to pay the claim will constitute full authority to the Buyer’s Group Members to either contest the claim or pay the claim. In that event, the Buyer’s Group Members will be entitled to withdraw sufficient funds receive from Seller immediately the Escrow Fund pursuant amount paid, and Seller will have no right to contest the validity of the creditor’s claim against Seller or the Buyer’s Group Members, as the case may be. In the event Seller, within the above mentioned 10-day period, objects in writing to the Escrow Agreement payment of the claim, and promptly initiates proper proceedings to contest the claim and undertake the appropriate defense thereof, then the Buyer’s Group Members will not have the authority to pay the claim as herein provided, unless and until the claim in lieu whole or in part is finally determined to be due and owing. In that situation, the parties will be bound by the foregoing provision with respect to payment of payment directly claims. In the event Seller fails to indemnify and hold the Buyer’s Group Members harmless from any matter described in this paragraph within a reasonable time, or fails to pay any obligations of Seller in a timely manner, the Buyer’s Group Members may cure the default, pay any obligations of Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly demand immediate reimbursement from Seller.

Indemnification by Seller. Subject to the other provisions of this Article VIII, from and after the Closing, Seller shallagrees to and shall indemnify and defend Purchaser and its Representatives, indemnifySubsidiaries, defenddirect and indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Purchaser Indemnitees”) and save and hold Purchasereach of them harmless against any Losses suffered, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions incurred or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of by them to the foregoing and whether or not any extent such demands, claims, allegations, etc., of third parties Losses are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out a result of, which could result in, arise out of or which would not have occurred but for, a breach are related to: (a) any failure of any representation or warranty made by Seller in this Agreement, in Agreement (other than any certificate representation or document furnished at Closing pursuant hereto warranty made by Seller in Section 4.8 (Tax Matters) or Section 4.12 (Environmental Matters)) to be true and correct in all respects on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (b) any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller contained in this Agreement Agreement; (c) any Excluded Liability (other than Pre-Closing Asbestos Liabilities); (d) any Taxes attributable to the Purchased Assets or the Terminal Operations with respect to any Pre-Closing Period (except to the extent such amount was taken into account in calculating the Closing St. Lucia Working Capital), and any Ancillary Agreement Taxes of the Seller for any taxable period; (e) the performance by or on behalf of Seller of the Port Reading Decommissioning; (f) Known Pre-Closing Environmental Liabilities; (g) Unknown Pre-Closing Environmental Liabilities; (h) Reopener Remedial Action Liabilities; (i) Liabilities arising from the storage, transportation and/or off-site disposal of any Hazardous Materials generated during Remedial Action undertaken by or on behalf of Seller; (j) Pre-Closing Asbestos Liabilities; and (k) any withdrawal liability and/or funding obligation incurred by Purchaser after the Closing with respect to any multiemployer plan to which Seller is or is contributes with respect to become a partythe Terminal Operations, and any and all liabilities of Seller of any nature whatsoeverin each case solely to the extent such withdrawal liability and/or funding obligations relate to Seller’s, whether due or rather than Purchaser’s, contribution history to become duesuch multiemployer plan, whether accrued, absolute, contingent or otherwise, existing on Seller’s operations with respect to the Terminal Operations prior to the Closing Date or arising out and/or the vested unfunded benefits attributable to the service of any transaction entered into, or any state employee of facts existing, Seller prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. The Asset Seller shall, indemnify, agrees to and shall defend, save indemnify and hold Purchaserharmless Asset Buyer and its managers, any assignee of Purchaser members, employees, agents, representatives and its and their respective officers, directors, employees, agents successors and Affiliates assigns (collectively, "Purchaser Indemnitees"the ” Asset Buyer Indemnified Parties”) harmless from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, claims, actions, lawsuits, demands, proceedings, assessments, judgments, deficiencies, liabilitiescosts, costs and expenses (including without limitation, reasonable legal fees, interest, penaltiesattorneys’ fees and expenses), and all reasonable amounts paid in investigationgovernmental actions of every kind, defense nature or settlement description (collectively, “Losses”) which arise out of or relate to any of the foregoing and whether following: (a) the operation of the Business at any time on or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date; (b) any breach of any representation, except warranty or covenant made by the Asset Seller in this Agreement; (c) any failure by the Asset Seller to materially perform, comply with or observe any one of more of its covenants, agreement or obligations contained in this Agreement; (c) liability arising from a breach or error by Asset Seller in connection with the representations and warranties set forth in Section 5 and (d) any transferee liability for which the Asset Buyer Indemnified Parties become liable on account of any Assumed Liabilityobligation of Asset Seller, including, but not limited to, any tax liability that the Asset Buyer assumes by law. To For the extent purposes hereof, Asset Buyer for and on behalf of the Asset Indemnified Parties covenants and agrees with Asset Seller that it will perform its own due diligence and research on the Acquired Assets and Asset Buyer shall be estopped from raising any Purchaser Indemnitee claim for Losses with respect to matters that it inspected (or that a commercially reasonable party should have inspected) during the Due Diligence Period. If there is entitled any indemnification claim hereunder, Asset Buyer shall promptly cause notice of the claim to collect Purchaser Damages, Purchaser shall, be delivered to the Asset Seller provided that the failure to give such notice shall not affect the Asset Buyer Indemnified Parties’ right to indemnification hereunder. The Asset Seller shall defend such claim at its option their sole cost and expense with legal counsel chosen by Asset Seller (subject to reasonable input from the terms Asset Buyer). The Asset Buyer and its counsel shall have the right to participate in the defense of any such claim at the Asset Buyer’s sole cost and expense. If notice is given and the Asset Seller fails to promptly assume or assert the defense of the Escrow Agreementclaim in good faith, the claim may be entitled to withdraw sufficient funds from defended, comprised or settled by the Escrow Fund pursuant Asset Buyer without the Asset Seller’s consent and the Asset Seller shall remain liable under this Section 8. Notwithstanding any provision of this Section 8 to the Escrow Agreement in lieu of payment directly from Seller, and to contrary: (a) the extent Asset Buyer may retain control over the amount due any Purchaser Indemnitee exceeds defense (at the balance cost of the funds held under Asset Seller) of any claim hereunder if such claim is for injunctive or other equitable relief; and/or (b) if in the Escrow Agreementreasonable opinion of the Asset Buyer there may be a conflict between the positions of the Asset Buyer and Asset Seller in conducting the defense of an action or that there may be legal defenses available to Asset Buyer different from or in addition to those which counsel for the Asset Seller would be able to raise, Purchaser the Asset Buyer shall be entitled to collect maintain its own independent defense of such balance owned action and the reasonable fees and expenses of the Asset Buyer’s counsel shall be paid by the Asset Seller. Asset Seller cannot settle a matter other than for dollar damages without the consent of Asset Buyer. Further notwithstanding any provision of this Agreement to Purchaser Indemnitee directly the contrary, in no event shall Asset Seller’s liability to the Asset Buyer Indemnified Parties, regardless of the cause or nature of the event giving rise to any such liability, exceed the total sum of the Escrow Cash except to the extent such claim or loss was caused by Seller’s fraudulent misrepresentation or gross or intentional negligence in which event Buyer shall be entitled to all remedies provided for under law or in equity. Unless otherwise provided herein, the limitation of liability set forth in the immediate preceding sentence shall be applicable to direct damages only, it being understood and agreed by the Asset Buyer Indemnified Parties that Asset Seller shall not be responsible or liable for other types of damages, including, without limitation, consequential, special, incidental or any other types of damages even if Asset Seller was advised of the likelihood of same from Sellerthe Asset Buyer Indemnified Parties.

Indemnification by Seller. Seller shall, indemnify, agrees to defend, save indemnify and hold PurchaserBuyer, any assignee of Purchaser and its officers, directors, employees, representatives, shareholders, divisions, subsidiaries, Affiliates and direct and ultimate parent entities and their respective officers, directors, employees, agents shareholders and Affiliates employees (collectively, the "Purchaser IndemniteesAC Entities") harmless ----------- from and against any and all demands, claims, allegationsliabilities, assertions, actions or causes of action, assessmentsdamages, losses, damagespenalties, deficienciesexcise taxes, liabilities, costs deficiencies and expenses (including reasonable legal feesattorneys' fees and expenses and costs of suit, interestincluding but not limited to travel expenses and discovery costs for such matters as transcripts, penaltiesphotocopying, subpoenas and all reasonable amounts paid in investigationtelecopies) (individually, defense or settlement of any of the foregoing a "Loss" and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; ---- collectively, "Purchaser DamagesLosses") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with), arising out of, which could result in, of relating to or which would not have occurred but for, a breach of in connection with (i) ------ any representation or warranty and all inaccurate representations and warranties made by or on behalf of Seller in this Agreement, including in Section 4 hereof, or in any certificate document delivered by Seller hereunder (disregarding any materiality, knowledge or document furnished Material Adverse Effect qualifications with respect to any such representation, warranty, covenant or agreement, except (i) in instances when knowledge relates to "threatened" matters or matters relating to the intent of any other party or (ii) where such default can be cured at a cost of less then $1,000); (ii) any failure by Seller to give any notices which are required to be given by it to governmental authorities which are required in connection with the transactions contemplated by this Agreement and/or to comply with any applicable provisions of the Bulk Transfer Laws under any applicable Uniform Commercial Code, other than with respect to Assumed Liabilities; (iii) any Excluded Liability; (iv) any Environmental Condition relevant to the Premises or any facilities or operations thereon, existing as of and/or prior to the Closing pursuant hereto Date, even if not discovered until after the Closing Date; (v) any violation of an Environmental Requirements with respect to the Premises or any facilities or operations thereon, existing as of and/or prior to the Closing Date, even if not discovered until after the Closing Date; (vi) any Hazardous Substance (as defined by Environmental Requirements) or storage tank on or previously on the Premises including, without limitation, the effects of any contamination or injury to any Person, property or the environment created or suffered thereby and the cost of investigation (including consultants' and attorneys' fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved; (vii) the disposition by the Companies or any of them of any Waste or Hazardous Waste; (viii) any violation of ERISA, the Code and/or such other law(s) which are applicable to any Plan as the term is defined in Section 4.18(a) of this Agreement, any violation of the terms of any Plan(s) in the operation and administration of such Plan(s) which could result in a Loss to Buyer, and any violation of the fiduciary or prohibited transaction rules of ERISA and the Code by Seller, any Company, any ERISA Affiliate, any officer, director, shareholder or employee of Seller or any Ancillary Agreement Company or any ERISA Affiliate who is deemed an ERISA fiduciary or a party in interest or disqualified person to which Seller is or is any Plan, whether any such violations exist as of and/or prior to become a partythe Closing Date, a breach or nonfulfillment even if not discovered until after the Closing Date; (ix) breaches of any covenant or other agreement made by on the part of the Companies or any Seller of them set forth in this Agreement or in any Ancillary Agreement to which Seller is document delivered by the Companies or is to become a party, and any and all liabilities of Seller them at Closing; (x) any claims of any nature whatsoeverbrokers or finders claiming by, whether due through or to become dueunder Seller, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, Companies or any state of facts existing, prior them with respect to the Closing Datetransactions contemplated hereby and (xi) any obligations of Buyer for sales, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject use or other transfer Taxes due with respect to the terms transfer of the Escrow AgreementFurniture and Fixtures; Spare Parts, be entitled Inventory and Supplies; and the Machinery and Tools to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerBuyer hereunder.

Indemnification by Seller. Subject to the provisions of Sections 9.1(b) and 11.4, taking into account any amounts reflected in Effective Time Net Working Capital so as to avoid any duplication or double recovery by Buyer, from and after the Closing, Seller shall, shall indemnify, defend, save hold harmless and hold Purchaserreimburse Buyer, any assignee of Purchaser the Acquired Companies, and their respective Buyer’s, and each Acquired Company’s present and future directors, officers, directors, employees, agents consultants, agents, shareholders, members and Affiliates (collectively, "Purchaser Indemnitees") harmless from partners and against all demands, claims, allegations, assertions, actions or causes each of action, assessments, losses, damages, deficiencies, liabilities, costs the successors and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement assigns of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; (collectively, "Purchaser Damages"“Buyer Indemnified Persons”) asserted against, imposed upon, resulting to, required to be paid by, from and against any and all Covered Liabilities suffered or incurred by any Purchaser Indemnitees, directly a Buyer Indemnified Person as a result of or indirectly, in connection with, arising out of, which could result in, of (a) any inaccuracy or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or Seller’s Closing Certificate (without giving effect, for purposes of calculating damages associated with any such inaccuracy, but not for purposes of determining any such inaccuracy, to any qualifier as to materiality, material, material adverse effect, Material Adverse Effect or words of similar meaning set forth herein); (b) any breach or nonperformance of any agreement or covenant on the part of Seller that is expressly set forth in any Ancillary Agreement to which Seller is or is to become a party, and this Agreement; (c) any and all liabilities Seller Taxes; (d) any Action (i) set forth on Schedule 4.2(e), other than Actions relating to the Offshore Legacy Assets only to the extent filed, or based upon events or conditions occurring, in each case, prior to April 17, 2012 or (ii) against any of the Acquired Companies or their respective assets or properties that (A) is based upon events or conditions occurring prior to the Effective Date, (B) is not described in the immediately preceding clause (i) and (C) is covered by insurance of Seller or its Affiliates; (e) any Royalties that have not been timely and fully paid and that are attributable to the Acquired Companies’ operation of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing of their respective assets and properties during the period ending on the Closing Date other than those relating to the operation of the Offshore Legacy Assets on or arising out prior to April 17, 2012; or (f) any fines or penalties imposed by any Governmental Authority and that are attributable to the Acquired Companies’ operation of any transaction entered into, of their respective assets and properties during the period ending on the Closing Date other than those relating to the operation of the Offshore Legacy Assets on or any state of facts existing, prior to the Closing DateApril 17, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller2012.

Indemnification by Seller. Seller shall, indemnify, defend, save will at its own expense indemnify and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless defend Buyer from and against all demands, claims, allegations, assertions, actions any claims made or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses brought against Buyer by a third party alleging that Services (including reasonable legal feesthe intellectual property contained therein) infringe such third party’s Intellectual Property rights or misappropriate any trade secret of such third party (each, interesta “Third Party Infringement Claim”). Seller will pay any damages finally awarded by a court or agreed to by Seller in a settlement with respect to such Third Party Infringement Claim; provided that Buyer: (i) promptly gives written notice of the Third Party Infringement Claim to Seller; (ii) gives Seller sole control of the defense and settlement of the Third Party Infringement Claim (provided that Seller may not agree to any settlement that imposes any liability or obligation on Buyer without Buyer’s prior written consent, penaltiesnot to be unreasonably conditioned, delayed or withheld); and (iii) provides to Seller, at Seller’s cost, all reasonable amounts paid in investigation, defense assistance. Seller does not have any obligation to defend or settlement indemnify if a Third Party Infringement Claim arises as a result of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach : (i) Buyer’s use of any representation or warranty made Services other than as contemplated by Seller in this Agreement, in ; (ii) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement modifications to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement Services made by any entity other than Seller; (iii) any combination of Services with any services or technologies not approved by Seller; (iv) Buyer’s use of Services or any portion thereof after Seller in has terminated this Agreement or in such portion of Services; (v) Buyer’s negligence or willful misconduct; or (vi) Buyer’s Intellectual Property. If Seller determines that Services are infringing or likely to infringe any Ancillary Agreement to which Seller is third party’s Intellectual Property rights, or is to become if as a party, and any and all liabilities of Seller result of any nature whatsoeverclaim or litigation Seller or Buyer is temporarily or permanently enjoined from licensing or using Services, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shallSeller may, at its option in its sole and subject absolute discretion: (i) promptly procure for Buyer the right to continue to use potentially infringing portion of Services as contemplated by this Agreement; (ii) replace or modify Services, or potentially infringing portion thereof, to avoid the terms of potential infringement; or (iii) if Seller determines that neither (i) nor (ii) is commercially reasonable, terminate the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow relationship and this Agreement in lieu of payment directly from Seller, immediately without incurring liability and to the extent refund the amount due of any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerfees pre-paid by Buyer. THIS SECTION SETS FORTH SELLER’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS BY THIRD PARTIES.

Indemnification by Seller. Subject to all of the limitations set forth in this Article 7, from and after Closing, Seller shall, agrees to indemnify, defend, save defend and hold PurchaserBuyer, any assignee its Affiliates and each of Purchaser and their respective directors, officers, directors, employees, agents agents, attorneys, representatives, successors and Affiliates permitted assigns (collectivelyBuyer and such Persons are collectively hereinafter referred to as “Buyer’s Indemnified Persons”), "Purchaser Indemnitees") harmless from and against any and all demandsloss, claimsliability, allegationsdamage or deficiency, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, reasonable costs of preparation and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; reasonable attorneys’ fees and disbursements (individually a “Loss,” and collectively, "Purchaser Damages"“Losses”) asserted againstthat Buyer’s Indemnified Persons may suffer, imposed uponsustain, resulting incur or become subject to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, the extent arising out ofof or due to: (a) any inaccuracy, which could result in, misrepresentation or which would not have occurred but for, a breach of any representation or warranty made or given by the Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment Article 4 of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities as of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date (or arising out any other date specified in such representation or warranty); (b) from and after Closing, the breach of any transaction entered intocovenant, undertaking, agreement or other obligation of Seller under this Agreement; (c) any state Excluded Asset or Excluded Liability (excluding, for such purposes, all assets and liabilities intended to be transferred or assumed as contemplated in Section 2.5); (d) in respect of facts existing, prior any Employee who is not a Transferred Employee (except if Buyer breached its obligations in Section 6.5 with respect to such Employee); (e) the application of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction in Canada by creditors of Seller’s Retained Business with respect to the Closing Datepurchase and sale of the Purchased Assets pursuant to this Agreement (for the sake of clarity, in each case, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due Loss arises from any Purchaser Indemnitee exceeds failure of Buyer to fully satisfy the balance Assumed Liabilities); or (f) any failure by Seller to comply with section 6 of the funds held under Retail Sales Tax Act (Ontario) or any comparable Laws of any other jurisdiction in Canada in respect of the Escrow purchase and sale of the Purchased Assets pursuant to this Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. Subject to the limits set forth in this Section 8.1, from and after the Closing, Seller shall, indemnify, shall defend, save indemnify and hold Purchaser, any assignee of Purchaser Buyer and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") its affiliates harmless from and against and in respect of any and all demandsactual losses, claims, allegations, assertions, actions or causes of action, assessments, lossesliabilities, damages, deficienciesjudgments, liabilitiessettlements and expenses, costs and expenses (including reasonable legal attorneys’ fees, interestbut excluding lost profits, penaltiesconsequential, and all reasonable amounts paid in investigationpunitive, defense special or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, indirect damages (hereinafter "Purchaser DamagesBuyer Losses") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, of (a) fraud of Seller or which would not have occurred but for, a breach the Company in respect of any representation or warranty made by Seller contained in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and (b) any and all liabilities Taxes with respect to any taxable period of Seller of any nature whatsoever, whether due the Company ending on or to become due, whether accrued, absolute, contingent or otherwise, existing on before the Closing Date or any income or franchise Tax arising out as a result of a Section 338(h)(10) Election, and with respect to any transaction entered intoStraddle Period, or any state of facts existing, prior to portion thereof ending on the Closing Date, except (c) any Tax imposed upon Seller, a Seller Group or any affiliate of Seller for any Assumed Liabilityperiod, (d) any Tax for which the Company may be liable prior to its acquisition by Buyer (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor or (iii) by contract. To Buyer shall give Seller prompt written notice of any third party claim which may give rise to any indemnity obligation under this Article VIII, together with the extent estimated amount of such claim, and Seller shall have the right to assume the defense of any Purchaser Indemnitee is entitled such claim through counsel of its own choosing by so notifying Buyer within sixty (60) days of receipt of Buyer’s written notice; provided, however, that Seller’s counsel shall be reasonably satisfactory to collect Purchaser DamagesBuyer. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in any such defense assumed by Seller, Purchaser it may do so at its sole cost and expense. If Seller declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel. Neither party shall, at its option and subject to without the terms prior written consent of the Escrow Agreementother party, which consent shall not be entitled unreasonably withheld, settle, compromise or offer to withdraw sufficient funds from settle or compromise any such claim or demand on a basis which would result in the Escrow Fund pursuant to imposition of an Order which would restrict the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance future activity or conduct of the funds held under other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the Escrow Agreement, Purchaser shall be entitled to collect other party for any liability arising out of such balance owned to Purchaser Indemnitee directly from Sellerclaim or demand or any related claim or demand.

Indemnification by Seller. Subject to the terms of this Article VIII, from and after the Closing, the Seller shall, indemnify, defend, save Parties shall jointly and hold Purchaser, any assignee of Purchaser severally indemnify Buyer and its Affiliates and their respective officers, directors, employees, stockholders, Affiliates, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesrepresentatives, and all reasonable amounts paid in investigationeach of the heirs, defense or settlement executors, successors and assigns of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; (collectively, "Purchaser Damages"the “Buyer Indemnified Parties”) asserted against, imposed upon, and defend and hold them harmless from and against any and all Losses incurred or suffered by a Buyer Indemnified Party resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withfrom, arising out of, which could result in, of or which would not have occurred but for, a related to (a) any breach or inaccuracy of any representation or warranty made by a Seller Party in this AgreementAgreement (it being agreed for purposes of determining any such breach or inaccuracy that such representations and warranties are deemed made as of the date of this Agreement and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date)) (provided that for the purposes of this clause (a), qualifications as to materiality, Material Adverse Effect or other qualifiers of similar import contained in such representations and warranties shall not be given effect for determining whether a breach of such representations and warranties has occurred or for purposes of calculating any Losses), to the extent that a Buyer Indemnified Party provides written notice of such breach or inaccuracy (which notice shall describe the applicable breach or inaccuracy in reasonable detail and indicate a good faith estimated amount, if known and quantifiable, of Losses that have been or would reasonably be expected to be sustained by the applicable Buyer Indemnified Party in connection therewith) to Seller prior to the applicable Survival Date (or at any time permitted by law, in the case of the Fundamental Representations), (b) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any of a Seller Party contained in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoAgreement, or (c) any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerExcluded Liabilities.

Indemnification by Seller. Seller shallFrom and after the Closing Date, SELLER shall indemnify, defendhold harmless, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless defend BUYER from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, losses and liabilities, costs and expenses (including reasonable legal feesattorneys' fees and expenses, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoactions, suits, or any state of facts existing, proceedings commenced prior to the Closing Date(other than proceedings to prevent or limit the consummation of the Acquisition) relating to operations at the Offices and/or the Deposit Liabilities of the Offices. The obligations of SELLER under this Section 8.03 shall be contingent upon BUYER giving SELLER written notice (i) of receipt by BUYER of any process and/or pleadings in or relating to any actions, except for suits, or proceedings of the kinds described in this Section 8.03, including copies thereof, and (ii) of the assertion of any Assumed Liability. To claim or demand relating to the operation of the Offices and/or the Deposit Liabilities or Office Loans prior to the Closing, including, to the extent known to BUYER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any Purchaser Indemnitee is entitled correspondence or other writings relating thereto. The rights of BUYER under this section shall not apply to collect Purchaser Damagesany suits, Purchaser shalljudgments, demands, set-offs, or other claims arising directly or indirectly in conjunction with the Office Loans or other Assets transferred in accordance with this Agreement except claims for personal injury arising from injuries occurring at its option and the Offices prior to the Closing. All notices required by the preceding sentence shall be given within fifteen days of the receipt by BUYER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. SELLER shall have the right, subject to the terms provisions of Section 8.05 hereof, to take over BUYER's defense in any such actions, suits, or proceedings through counsel selected by SELLER, to compromise and/or settle the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, same and to prosecute any available appeals or reviews of any adverse judgment or ruling that may be entered therein. The covenants and obligations of SELLER hereunder shall survive the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerClosing.

Indemnification by Seller. (a) Seller shall, hereby agrees that from and after the Closing it shall indemnify, defend, save defend and hold Purchaserharmless Buyer, any assignee of Purchaser its Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, agents members, attorneys, accountants, agents, representatives and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (other than, in the case of clauses (i) and (ii), Buyer or any of its Affiliates solely in their capacity as direct or indirect holders of Joint Venture Securities prior to the Closing (collectivelybut without limiting the definition of “Retained Claims”) the “Buyer Indemnified Parties” and, "Purchaser Indemnitees"together with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from from, against and against all demandsin respect of any damages, losses, charges, Liabilities, claims, allegationsdemands, assertionsactions, actions or causes of actionsuits, proceedings, payments, judgments, settlements, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal feestaxes, interest, penalties, and all costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable amounts paid in investigationattorneys’ fees, defense and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or settlement of suffered by, or asserted against, any of the foregoing and Buyer Indemnified Parties, whether or not any such demands, in respect of third party claims, allegations, etc., of third claims between the parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byhereto, or incurred by any Purchaser Indemniteesotherwise, directly or indirectly, in connection withindirectly relating to, arising out ofof or resulting from (i) subject to Section 7.2(b), which could result in, or which would not have occurred but for, a any breach of any representation or warranty made by Seller contained in this AgreementAgreement for the period such representation or warranty survives, in (ii) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any of Seller contained in this Agreement and (iii) any Excluded Asset or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on Excluded Liability (provided that the Closing Date or arising out of any transaction entered into, indemnification under this clause (iii) shall not permit Buyer or any state of facts existing, its Affiliates in their capacity as a direct or indirect holder of Joint Venture Securities prior to the Closing Date, except for to make any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and claim against Seller to the extent an Excluded 123 Liability was paid prior to Closing, except to the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled extent relating to collect such balance owned to Purchaser Indemnitee directly from Sellera third party claim in respect thereto).

Indemnification by Seller. Seller shall(a) From and after the Closing Date and subject to the provisions of this Article XI, indemnify, defend, save Buyer and hold Purchaser, any assignee of Purchaser its Affiliates and their respective its directors, officers, directorsmanagers, employees, agents equity holders, agents, attorneys, representatives, successors and Affiliates permitted assigns, as applicable (collectively, "Purchaser Indemnitees"the “Buyer Indemnified Parties”) shall be entitled to be indemnified and held harmless by Seller from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, any and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or Losses incurred by any Purchaser IndemniteesBuyer Indemnified Party resulting or arising from (i) any failure by Seller to perform or comply with any covenant or agreement in this Agreement or any Closing Document, directly (ii) any inaccuracy in or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller Agreement or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoeverClosing Document, whether due or to become duenot known by Buyer at Closing, whether accrued(iii) with the exception of the Assumed Liabilities, absoluteany Third Party Claim based upon, contingent or otherwise, existing on the Closing Date resulting from or arising out of any transaction entered intothe conduct of the Business, the ownership or operation of the Purchased Assets, or any state the sale of facts existing, products and services relating to the Business by the Seller Parties prior to the Closing Date, or (iv) any Excluded Asset or Excluded Liability, including any Environmental Liability or Employee Liability, regardless of whether or not the Seller Disclosure Schedule discloses any such Excluded Asset or Excluded Liability; provided that for purposes of this Section 11.2, the representations and warranties of Seller in this Agreement and the Closing Documents shall be deemed to have been made without any qualifications as to knowledge or materiality and, accordingly, all references herein and therein to “knowledge,” “Business Material Adverse Effect,” “material,” “in all material respects” and similar qualifications as to knowledge and materiality shall be deemed to be deleted therefrom (except for (x) where any Assumed Liability. To the extent such provision requires disclosure of lists of items of a material nature or above a specified threshold, (y) with respect to any Purchaser Indemnitee is entitled knowledge qualifier, where it relates to collect Purchaser Damages, Purchaser shall, at its option and subject any “threatened” act or circumstance or to the terms of the Escrow Agreement, be entitled compliance by any third party with any obligation owed to withdraw sufficient funds from the Escrow Fund pursuant a Seller Party under any Contract or otherwise or (z) with respect to the Escrow Agreement knowledge qualifiers set forth in lieu of payment directly from SellerSection 5.12(g) relating to the Licensed IP only), and provided, further, that to the extent that any materiality or knowledge qualified representation or warranty is deemed to be breached by Seller solely as the amount due any Purchaser Indemnitee exceeds the balance result of the funds held under application of the Escrow Agreementproviso immediately preceding this proviso, Purchaser shall be entitled such breach will not constitute or give rise to collect such balance owned to Purchaser Indemnitee directly from Sellera claim of Fraud, for purposes of this Article XI or otherwise.

Indemnification by Seller. As an inducement to Buyer to enter into this Agreement and the Related Documents, and acknowledging that Buyer is relying on the indemnification provided in this Section 7 in entering into this Agreement and the Related Documents, Seller shalland Parent, jointly and severally, agree, to indemnify, defend, save defend and hold Purchaserharmless Buyer and its affiliates, any assignee of Purchaser parent corporation and subsidiaries, and their respective employees, officers, directors, employeesrepresentatives, agents agents, counsel, successors and Affiliates assigns (collectively, "Purchaser IndemniteesBuyer Affiliates") harmless ), from and against all demands, any claims, allegations, assertions, actions or causes of action, assessments, losses, damagesliability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, liabilitiesdamages, costs and or expenses (including reasonable legal feesof whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including, without limitation, interest, penalties, attorneys' fees, costs of investigation and all reasonable amounts paid in investigation, defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing (collectively "Claims and whether or not any such demandsLosses"), claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, suffered or incurred by any Purchaser Indemnitees, directly Buyer or indirectly, Buyer Affiliates as a result of or in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and with the following: (i) any and all debts, liabilities and obligations of Seller of any nature whatsoeveror related to the Assets (other than the Assumed Liabilities), whether due known or to become dueunknown, whether accrued, absolute, contingent or otherwise, existing arising out of or relating to the business and operations of Seller or related to the Assets prior to or on the Closing Date or arising which arise after the Closing Date but which are based upon or arise out of any transaction entered intoact, or any transaction, circumstance, state of facts existing, prior to or other condition which occurred or existed on or before the Closing Date, except for whether or not then known, accrued, due or payable; (ii) a breach of any Assumed Liability. To obligation, representation, warranty, covenant or agreement of Seller or Parent in this Agreement or any Related Document, or because any representation or warranty by Seller and Parent contained in this Agreement or any Related Document, in any document furnished or required to be furnished pursuant to this Agreement by Seller or Parent to Buyer or any of its representatives, or any documents furnished to Buyer in connection with the extent Closing hereunder, shall be false; (iii) any Purchaser Indemnitee is entitled litigation arising out of or based upon events or operative facts occurring prior to collect Purchaser Damagesor on the Closing Date, Purchaser shallin connection with the Seller or the Assets, at its option whether or not disclosed on the Disclosure Schedule, including claims, without limitation, made by employees or former employees of Seller or Parent; (iv) any and subject all claims, including legal, administrative or creditor claims or actions, in connection with the Seller or the Assets or the transfer of Assets hereunder, if any fact material to any such claim or cause of action pleaded or stated there occurred prior to or on the terms Closing Date; and (v) costs and expenses (including reasonable attorneys' fees) incurred by Buyer in connection with any demand, action, suit, proceeding, demand, assessment or judgment incident to any of the Escrow Agreementforegoing (collectively, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller"Buyer's Damages").

Indemnification by Seller. From and after the Closing, Seller shall, will indemnify, defend, save and hold Purchaserharmless Buyer from, against, and with respect to any assignee of Purchaser claim, liability, obligation, loss, damage, assessment, judgment, cost, and their respective officersexpense (including, directorswithout limitation, employeesreasonable attorneys’ and accountants’ fees and costs and expenses reasonably incurred in investigating, agents and Affiliates preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding, or demand) (collectively, "Purchaser Indemnitees") harmless from and against all demandsthe “Loss”), claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any kind or character arising out of the foregoing and whether or not in any such demandsmanner incident, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byrelating, or incurred by any Purchaser Indemniteesattributable to (i) subject to Section 16.10, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach the inaccuracy of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any warranty of Seller contained in this Agreement or in any Ancillary certificate, instrument, or other document or agreement executed by Seller in connection with this Agreement or otherwise made or given in writing in connection with this Agreement, (ii) any failure by Seller to which Seller is perform or is observe any covenant, agreement, or condition to become a partybe performed or observed by it under this Agreement or under any certificate, instrument, or other document or agreement executed by it in connection with this Agreement, (iii) claims relating to the enforcement of Buyer’s rights under this Agreement, and (iv) any and all liabilities of Seller liabilities, obligations, debts, contracts, or other commitments of any kind or nature whatsoever, whether due known or to become due, unknown and whether accrued, fixed, absolute, contingent conditional, determined, determinable, or otherwise, of Seller existing on the Closing Date or arising out of of, or resulting from, any transaction entered into, or any state of facts existing, prior to or at the Closing DateDate which are imposed on Buyer (and after Closing, except the Company) as result of this Transaction; provided, however, that cancellation of the Escrowed Shares shall be the sole source of payment of any indemnified Loss and the aggregate amount of all such indemnified Losses shall not exceed 10% of the Purchase Price. No Individual Seller shall have any obligation or liability under this Article XV, and Seller shall be obligated and liable for any Assumed Liability. To Loss attributable to any Individual Seller; provided, however, that each Individual Seller and the extent Seller shall have a separate contractual arrangement with respect to any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect all such balance owned to Purchaser Indemnitee directly from SellerLosses.

Indemnification by Seller. (1) Each of the entities comprising the Seller shall, indemnify, defend, save hereby jointly and hold severally indemnify the Purchaser, any assignee of Purchaser and their respective its shareholders, officers, directorsdirectors and affiliates (collectively, employeesthe "Indemnitees") against and agree to hold each of them harmless from any and all damage, agents loss, liability, expense (including, without limitation, reasonable out-of-pocket expense of investigation and Affiliates attorneys' fees and expenses in connection with any action, suit or proceeding brought against or involving any indemnitee) and cost (collectively, "Purchaser IndemniteesIndemnified Amounts") harmless from and against all demands, claims, allegations, assertions, actions incurred or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement suffered by any Indemnitee arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by Seller pursuant to this Agreement. (2) The agreements and indemnities of the foregoing and whether Seller contained herein shall be cumulative, except that an Indemnitee shall not recover more than once for the same Indemnified Amount. (3) The Indemnitees agree to give notice to the Seller promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, that the failure of any Indemnitee to give such notice shall not constitute a waiver of its rights hereunder in respect of the claim, suit, action or proceeding with respect to which such notice was required to have been given hereunder. (4) The Seller shall not be liable under this Section 6.2 for any such demandssettlement effected without its consent of any claim, claims, allegations, etc., litigation or proceeding in respect of third parties are meritorious; collectively, "which indemnity may be sought hereunder. No investigation by Purchaser Damages"at or prior to the Closing shall relieve Seller of any liability hereunder. (5) asserted against, imposed upon, resulting to, The amount required to be paid by, or incurred to an Indemnitee by the Seller for any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would Indemnified Amounts shall be paid not have occurred but for, a breach of any representation or warranty made later than thirty (30) days after receipt by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of the Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on written notice from an Indemnitee stating that such Indemnified Amounts have been incurred and the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option amount thereof and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerrelated indemnity payment.

Indemnification by Seller. From and after the Closing Date, Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Buyer and its Affiliates, any assignee and each of Purchaser and their respective officersemployees, directors, employees, agents and Affiliates representatives (collectively, "Purchaser Indemnitees") harmless the “Buyer Indemnified Parties”), on an after-tax basis, from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, any and all reasonable amounts paid Loss and Litigation Expense, which they, or any of them, may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty of Seller, (b) the failure of Seller to perform any of its covenants or agreements contained in investigationthis Agreement, defense (c) the failure by Seller to satisfy any liability or settlement obligation which is an Excluded Liability, (d) the failure of Seller or its Affiliates to pay any Transfer Taxes which Seller is required to pay pursuant to Section 6.5 or any other costs or expenses which are the responsibility of Seller, or (e) the failure of any of Seller’s personnel, agents or consultants (including a party to the foregoing and whether Contracts set forth on Schedule 3.11 identified with an *) to hold in strict confidence, not disclose to any Person without the prior written consent of Buyer, or not use in any such demandsmanner whatsoever, claimsany Confidential Information; provided, allegationshowever, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, that Seller shall not be required to be paid by, or indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to any Loss and Litigation Expense incurred by the Buyer Indemnified Parties until the amount of Loss and Litigation Expense suffered by the Buyer Indemnified Parties related to each individual Claim exceeds Twenty Thousand Dollars ($20,000) (the “Minimum Claim Amount”); provided, further, however, that the aggregate amount that Seller shall be required to indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to all Loss and Litigation Expense incurred by all Buyer Indemnified Parties shall not exceed twenty percent (20%) of the Consideration (the “Cap”); provided further, however, that the Cap shall not apply with respect to any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, Loss and Litigation Expense resulting from a breach of any representation Seller Fundamental Representation (other than 3.8.3) or warranty made by from fraud or intentional misrepresentation of Seller and the Minimum Claim Amount shall not apply with respect to any Loss and Litigation Expense resulting from fraud or intentional misrepresentation of Seller. With respect to Seller’s indemnification obligation in clause (e) above, notwithstanding anything to the contrary in this Agreement, in any certificate (i) Seller shall not be liable to Buyer if Buyer (x) requests Seller to bring an action against Seller’s personnel, agents or document furnished at Closing pursuant hereto consultants to protect such Confidential Information or recover damages as contemplated by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a partySection 6.4, and Buyer does not promptly pay all Litigation Expenses associated with such action (or provide other assurance reasonably acceptable to Seller that such payment will be made) or (y) does not request Seller to bring such action, and (ii) Seller’s liability shall not extend to any and all liabilities Litigation Expense incurred by Buyer that is associated with such action against Seller’s personnel, agents or consultants. In the event that amounts are owed to Buyer in connection with any Claims for Losses or Litigation Expenses properly noticed pursuant to Article IX of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow this Agreement, be entitled Buyer shall have the right (but not the obligation) to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent offset the amount due any Purchaser Indemnitee exceeds of such Claims against the balance of Post-Closing Consideration (as defined in the funds held under the Escrow Alaway Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller).

Indemnification by Seller. (a) Seller shall, hereby agrees that from and after the Closing it shall indemnify, defend, save defend and hold Purchaser, any assignee of Purchaser harmless Buyer and its Affiliates and their respective directors, officers, directorsshareholders, employeespartners, agents members (other than Seller or any of its Affiliates in the case of the Companies on and Affiliates after the Closing) and employees (collectivelyother than the Transferred Employees) and their heirs, "Purchaser Indemnitees"successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties” and collectively with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from from, against and against all demandsin respect of any damages, losses, charges, Liabilities, claims, allegationsdemands, assertionsactions, actions or causes of actionsuits, proceedings, payments, judgments, settlements, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal feesTaxes, interest, penalties, and all costs and expenses, including fines and penalties (including expenses of investigation and reasonable amounts paid in investigationattorney’s fees and expenses) (collectively, defense “Losses”) imposed on, sustained, incurred or settlement of suffered by, or asserted against, any of the foregoing and Buyer Indemnified Parties, whether or not any such demands, in respect of third-party claims, allegations, etc., of third claims between the parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byhereto, or incurred by any Purchaser Indemniteesotherwise, directly or indirectly, in connection with, indirectly relating to or arising out ofof (i) subject to Section 7.2(b), which could result in, any breach or which would not have occurred but for, a breach inaccuracy of any representation or warranty made by Seller contained in this Agreement for the period such representation or warranty survives, (ii) any breach of any material covenant or agreement of Seller or FTFC contained in this Agreement, in (iii) any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any material covenant of any of the Companies occurring on or agreement made prior to the Closing, (iv) solely with respect to the Companies and their respective directors and officers, any of the Excluded Liabilities, including (A) any and all Liabilities relating to the Applicable Employees to the extent not expressly assumed by any Seller the Companies in this Agreement or in not an obligation of the Companies pursuant to any Ancillary Agreement to Agreement, (B) any Taxes for which Seller is or is to become a partyresponsible in accordance with Section 5.4, and (C) any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or Liabilities arising out of any transaction entered intothe matters set forth on Schedule 3.7 (including, for the sake of clarity, all indemnification, contribution or other Liabilities in respect of, arising from, or otherwise relating to, such matters or the facts and circumstances pursuant to which such matters relate), and (D) any state and all Liabilities set forth on Schedule 7.2, except, in the case of facts existingthis clauses (A) or (C), prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee such Liability is entitled to collect Purchaser Damages, Purchaser shall, at its option expressly set forth on Schedule 1.1(a) as an Assumed Liability or is reflected in the calculation of Closing Working Capital and subject (v) the Canadian Liabilities other than the Canadian Non-Indemnifiable Liabilities. Notwithstanding anything else to the terms contrary in this Article VII, any indemnification by Seller of the Escrow AgreementBuyer Indemnified Parties shall be without duplication as between Buyer and the Companies (and their respective directors, shareholders, partners, members (other than Seller or any of its Affiliates in the case of any of the Companies on and after the Closing) and employees), including, for illustrative purposes, that Seller shall not be entitled required to withdraw sufficient funds from also indemnify Buyer with respect to Losses incurred with respect to a diminution in value of its Holdco LLC Interests on or after the Escrow Fund pursuant Closing in the event that the Companies have been indemnified by Seller with respect to the Escrow Agreement in lieu facts giving rise to a claim of payment directly from Seller, indemnification hereunder and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellervice versa.

Indemnification by Seller. After the Closing Date and subject to the additional provisions set forth in this ARTICLE XI, Seller shallshall indemnify Buyer and Buyer’s stockholders, indemnifyofficers, defenddirectors, save employees and representatives (each a “Buyer Indemnitee”) against, and hold Purchasereach Buyer Indemnitee harmless from, any assignee 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 Purchaser settlement whether or not arising from a third party claim (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy as of the Agreement Date or the Closing Date of any representation or warranty of the Company or Seller contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement; (ii) any breach by the Company or Seller or any failure of the Company or Seller 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; (iii) any Indebtedness of the Company or any of its Subsidiaries; (iv) the matter disclosed in Section 3.8(1) of the Disclosure Schedule (the “Specified Matter”) but only to the extent of any Losses in excess of $250,000; and (v) the matter disclosed in Section 3.8(2) of the Disclosure Schedule. Seller shall indemnify and hold harmless Buyer and Buyer’s direct and indirect customers and each of their respective officers, directors, employees, and agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against any and all demandsdamages (including, claimswithout limitation, allegationsany lost profits resulting from any temporary or permanent injunction), assertionsliabilities, actions or causes of action, assessmentsjudgments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal attorneys’ fees, interest, penalties, ) and all reasonable amounts paid in investigation, defense costs arising from or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior relating to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellermatter set forth on Schedule 11.2.

Indemnification by Seller. Subject to Sections 8.2, 8.3, 8.4 and 9.9 below, and without limiting any other rights available to Purchaser with respect to Special Claims (as defined below), Seller shall, shall indemnify, defend, save defend and hold Purchaser, any assignee of harmless Purchaser and their respective officers, directors, employees, agents and Purchaser's Affiliates (collectivelythe “Purchaser Indemnified Parties”) from, "Purchaser Indemnitees") harmless from against and against all demandswith respect to any claim, claimsliability, allegationsobligation, assertionsloss, actions or causes of actiondamage, assessmentsassessment, lossesjudgment, damagessettlement, deficienciescost and expense, liabilitiesincluding reasonable attorneys' and accountants' fees, and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand (including reasonable legal feesindividually, interesta “Loss” and collectively, penalties“Losses”), and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether kind or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withcharacter, arising out ofof or in any manner incident, which could result in, relating or which would not have occurred but for, a attributable to (a) any inaccuracy or incompleteness in any representation or breach of any representation warranty of Seller contained in this Agreement or warranty made the Ancillary Agreements or in any certificate, instrument of transfer or other document or agreement executed by Seller in connection with this AgreementAgreement or otherwise made or given by Seller in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the “Seller Agreements”), (b) any failure by the Selling Parties to perform or observe, or to have performed or observed, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a partyfull, a breach or nonfulfillment of any covenant or agreement made to be performed or observed by Seller under any of the Seller Agreements, (c) the enforcement of Purchaser's rights under the Seller Agreements, (d) the Excluded Liabilities, (e) that certain litigation between Dxxx Xxxxxx and Sxxxxx Xxxxxx, as plaintiffs, and Seller, Jxxxxxx Xxxxxx, Pxxx Xxxxxx, Rxxxxx Xxx and Lxxxx Xxxxxx, as defendants, any counterclaims or cross-claims related thereto or any other litigation between any of such plaintiffs and any of such defendants (collectively, the “Fields Litigation”), or (f) any claim, demand or allegation by any Seller in this Agreement or in third party relating to any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerforegoing.

Indemnification by Seller. Seller shallSubject to all of the limitations set forth in this Article VII, indemnify, defend, save and hold Purchaser, any assignee its Affiliates and each of Purchaser and their respective directors, officers, directors, employees, agents agents, attorneys, representatives, successors and Affiliates permitted assigns (collectively, "Purchaser Indemnitees"and such Persons are collectively hereinafter referred to as “Purchaser’s Indemnified Persons”) shall be entitled to be indemnified and held harmless from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damagesLiabilities, deficiencies, liabilities, costs and expenses (or damages including reasonable legal fees, interest, penalties, reasonable costs of preparation and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; reasonable attorneys’ fees and disbursements (individually a “Loss,” and collectively, "Purchaser Damages") asserted against“Losses”), imposed uponthat Purchaser’s Indemnified Persons may suffer, resulting sustain, incur or become subject to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, the extent arising out of, which could result in, of or which would not have occurred but for, a breach due to: (a) direct claims or third party claims based on the failure of any representation or warranty made by of Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement Article IV to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, be true and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to correct as the Closing Date; (b) direct claims or third party claims based on the breach of any covenant, except undertaking, agreement or other obligation of Seller under this Agreement; (c) direct claims or third party claims based on any Excluded Asset or Excluded Liability; or (d) any liability related to the Product or the Purchased Assets for any Assumed Liabilityperiod prior to Closing. To The Purchaser’s Indemnified Persons sole right to, and source of, indemnification hereunder shall be an offset of Matured Indemnifiable Losses against payment of the extent any Second Payment, Third Payment and/or the Fourth Payment; provided that in the event Purchaser Indemnitee is entitled or a Purchaser’s Indemnified Person gives notice to collect Purchaser DamagesSeller of an Indemnification Claim, Purchaser shallshall have the option to withhold from the Second Payment, at its option Third Payment and/or the Fourth Payment, as applicable, and subject deposit into a third-party escrow account pursuant to a customary escrow agreement reasonably acceptable to both Seller and Purchaser an amount equal to the terms Loss set forth in the indemnification notice (the “Escrow Amount”). The Escrow Amount would then be released only upon (A) the written agreement of Purchaser and Seller or (B) once the underlying claims have been (a) adjudicated by a final, nonappealable judgment of a court of competent jurisdiction, (b) dismissed with prejudice or (c) rendered non-actionable by lapse of the Escrow Agreementapplicable statute of limitation if dismissed without prejudice, in which case the Matured Indemnifiable Loss will be entitled distributed to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, Purchaser and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall Amount will be entitled distributed to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, Seller shall, indemnify, defend, save will indemnify and hold Purchaserharmless each Holder participating in the registration, as well as its directors, stockholders, officers, members and partners, its legal counsel and accountants, and each underwriter involved in such registration and each other person, if any, who controls each selling Holder or underwriter within the meaning of the Securities Act or the Exchange Act, or any state securities laws (or any rule or regulation promulgated under the Securities Act or Exchange Act, or any state securities laws), from and against any losses, claims, damages or liabilities, joint or several, to which each of the aforementioned Persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any assignee preliminary prospectus or final prospectus contained in such Registration Statement, or any amendment or supplement to such Registration Statement, (ii) the omission or alleged omission to state in any such prospectus or Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any other violation or alleged violation by Seller of Purchaser the Securities Act, the Exchange Act, any state securities laws, or any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws, and their respective Seller will further reimburse each of the aforementioned Persons for any legal or any other expenses reasonably incurred by any of them as they are incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Seller will not be liable to any selling Holder or any of the other aforementioned Persons in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with information furnished to Seller, in writing, by or on behalf of such selling Holder or its officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions stockholders or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid bypartners, or incurred by any Purchaser Indemniteescontrolling persons, directly for use in the preparation of such Registration Statement, preliminary prospectus or indirectly, in connection with, arising out of, which could result in, final prospectus or which would not have occurred but for, a breach of any representation amendment or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellersupplement thereto.

Indemnification by Seller. (a) From and after the Closing Date, Seller shall, subject to the provisions of this Article XI, indemnify, defend, save defend and hold Purchaser, any assignee of harmless Purchaser and its subsidiaries and their respective officers, directors, employees, agents agents, representatives, successors and Affiliates permitted assigns (collectively, the "Purchaser Indemnitees") harmless ), from and against -55- any and all demandsactions, proceedings, costs, damages (excluding consequential and other indirect damages other than diminution in value of the Purchased Assets resulting from an event subject to indemnification hereunder), claims, allegations, assertions, actions or causes of action, assessments, losses, damagesliabilities (absolute and contingent), deficienciesfines, liabilitiespenalties, payments, costs and expenses (including reasonable legal feescounsel, consultants, and engineering fees and expenses, interest, penaltiespenalties and disbursements, and all reasonable amounts paid in investigationbut excluding any costs, defense or settlement of any of the foregoing and whether or not any such demandsdamages, claims, allegationsliabilities, etc.fines, of third parties are meritorious; penalties, payments, costs and expenses to the extent that an indemnitee recovers with respect thereto pursuant to any insurance policy) (collectively, "Purchaser DamagesLosses") ), that may be asserted against, imposed upon, resulting to, required to be paid by, against or suffered or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, Indemnitees arising out of, which could result inor relating to, or which would not have occurred but for, a any Pre-Closing Property Liabilities (other than Employee Related Liabilities) and/or any breach of any representation or warranty made by Seller in this Agreementwarranty, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement (excluding same by Seller which are indemnified under other subsections of this Section 11.2) by Seller made by any Seller in this Agreement or in any Ancillary Agreement to which document or instrument delivered pursuant hereto (including any Seller is estoppel delivered under Section 6.3). This Section 11.2 will include Pre-Closing Breaches that are not waived or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, cured and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow such Pre-Closing Breaches survive Closing pursuant to this Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. Subject to the limitations of Section 8.7, after Closing Seller shallagrees to and shall pay, indemnifydefend and promptly indemnify Xxxxxxx and Mnemonic and the officers, defenddirectors and employees of the foregoing (except Seller) against, and save and hold Purchaser, any assignee of Purchaser Xxxxxxx and Mnemonic (and their respective officers, directors, directors and employees, agents and Affiliates (collectively, "Purchaser Indemnitees"except Seller) harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, any and all reasonable amounts paid in investigationDamages resulting from, defense arising out of or settlement connected with (i) any material breach or inaccuracy of any of the foregoing representations and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty warranties made by Seller in or pursuant to this Agreement, in any certificate or document furnished at Closing pursuant hereto the certificates and documents executed by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or in connection herewith; (ii) the nonfulfillment of any agreement or covenant or agreement made by any Seller in or pursuant to this Agreement or in any Ancillary Agreement other agreement to which Seller he is or is to become a party, and ; (iii) any and all liabilities of Seller of any nature whatsoever, whether due not disclosed on the Closing Balance Sheet arising with respect to events or omissions on or prior to become due, whether accrued, absolutethe Closing Date even though such liabilities were known, contingent or otherwiseunknown; (iv) all Damages suffered by Xxxxxxx or Mnemonic in attempting to collect excess liabilities from the Seller; (v) with respect to all contracts of Mnemonic, existing whether or not disclosed on the Closing Date Schedules attached hereto, any Damages arising thereunder due to events or arising out of any transaction entered into, omissions on or any state of facts existing, prior to the Closing Date, except for ; (vi) all Damages arising in any Assumed Liability. To the extent way from any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject product or service of Mnemonic prior to the terms Closing Date; (vii) all Damages arising out of claims that those products or services of Mnemonic sold, used, licensed or leased prior to the Escrow Agreement, be entitled date of Closing infringe upon the Intellectual Property Rights of others; (viii) all Damages with respect to withdraw sufficient funds acts or omissions which occurred with respect to Mnemonic or Seller on or prior to the Closing Date; and (ix) all Damages resulting from the Escrow Fund pursuant to litigation described in Schedule 2.24, Litigation and Compliance and the Escrow Agreement EEOC Claim described in lieu Schedule 2.16(f), Threatened or Pending Discrimination Litigation hereto, including, but not limited to, all Damages arising out of payment directly from Selleror connected with the Xxxx Xxxxx Litigation and the EEOC Claim, including attorneys' fees and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellercosts related thereto.

Indemnification by Seller. From and after the Closing Date, Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Buyer and the Company, any assignee each of Purchaser and their respective directors, officers, directors, employees, agents employees and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagents, and all reasonable amounts paid in investigationeach of the heirs, defense or settlement executors, successors and assigns of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; (collectively, the "Purchaser DamagesBuyer Indemnified Parties") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, from and against any and all liabilities Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties in connection with or arising from (i) any breach by Seller of its covenants and agreements contained herein; (ii) the Retained Liabilities or (iii) any nature whatsoeverbreach by Seller of its representations and warranties contained herein (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this clause (iii), whether due or to become duewith the exception of the representations and warranties set forth in Section 3.14 hereof, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out accuracy of any transaction entered into, or any state of facts existing, prior such representations and warranties shall be determined without giving effect to the Closing Datequalifications to such representations and warranties, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled if any, concerning "materiality" or "Material Adverse Effect"); provided that (A) Seller shall be required to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund indemnify Buyer Indemnified Parties pursuant to the Escrow Agreement in lieu of payment directly from Seller, and this clause 10.3(iii) only to the extent that the aggregate Covered Liabilities indemnifiable pursuant to this clause 10.3(iii) exceeds $50 million in the aggregate (provided that no claim may be counted toward such $50 million unless it exceeds $2 million), (B) Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to this clause (iii) in an aggregate amount due in excess of $200 million and (C) any Purchaser Indemnitee exceeds claim for indemnification under this clause (iii) must be made during the balance of the funds held under the Escrow Agreement, Purchaser applicable survival period set forth in Section 10.1. Any payment made pursuant to this Section 10.3 shall be entitled treated by Seller and Buyer as an adjustment to collect such balance owned the Initial Purchase Price, and Seller and Buyer agree, and Buyer agrees to Purchaser Indemnitee directly from cause the Company and the Subsidiaries, not to take any position inconsistent therewith for any purpose. If any of Seller's undertakings set forth in this Section 10.3 should be unenforceable, Seller shall contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Buyer Indemnified Parities. The parties acknowledge and agree that Seller's tax indemnification obligations shall be governed by Article VII.

Indemnification by Seller. Seller shall(a) In the event that, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates during the Indemnification Period there is (collectively, "Purchaser Indemnitees"i) harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement a breach of any of the foregoing and whether representations or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid warranties made by, or incurred any breach of or failure to perform any covenant, agreement or obligation of, the Company or Seller in this Agreement, any Transaction Document or closing document contemplated hereby or thereby, (ii) any Liabilities other than Assumed Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any Purchaser Indemniteesperiods prior to the Closing, directly (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or indirectlyother Adverse Consequences arising from, or in connection with, Employee Benefit Plans of Seller or the Company, or (iv) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any Liabilities of Sellers other than Assumed Liabilities, (v) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to any of the foregoing and, if there is an applicable survival period pursuant to Section 9.1, then, in each case, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, the Sellers (the "Seller Indemnifying Parties") agree (subject to the limitations set forth in this Section 9.2) to, jointly and severally, indemnify the Buyer and its Affiliates, directors, officers. employees, stockholders, representatives and agents (collectively the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the end of the applicable survival period) resulting from, arising out of, which could result inrelating to, in the nature of, or which would not have occurred but for, a caused by any breach of any representation or warranty made by Seller the foregoing; provided, however, that (A) except for breaches of the representations and warranties contained in Sections 3.10 [Taxes] and 3.21 [Environmental] of this Agreement, the Seller Indemnifying Parties shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in any certificate the nature of, or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made caused by any breach (or alleged breach) by the Sellers until the Buyer Indemnified Parties have suffered Adverse Consequences by reason of all such breaches in excess of a $200,000 aggregate threshold (at which point the Seller in this Agreement or in any Ancillary Agreement Indemnifying Parties will be obligated to indemnify the Buyer Indemnified Parties from and against all such Adverse Consequences which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and exceed $100,000) subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerSection 9.6.

Indemnification by Seller. From and after Closing, Seller shall, indemnify, defend, save shall indemnify and hold Purchaser, any assignee harmless Buyer and its Affiliates and each of Purchaser and their respective officers, directors, employeesequity owners, employees and agents and Affiliates (collectively, "Purchaser “Buyer Indemnitees"”) harmless from and against against, and will pay to the Buyer Indemnitees the monetary value of, any and all demands, claims, allegations, assertions, actions or causes of action, assessmentsLiabilities, losses, damages, deficiencies, liabilitiesclaims, costs and expenses (including reasonable legal feesexpenses, interest, penaltiesawards, Judgments or penalties (including legal fees and expenses but in all reasonable amounts paid cases, excluding (unless awarded against a Buyer Indemnitee in investigationa Third Party Claim): (a) consequential damages, defense including without limitation, lost profits and diminution of value; (b) special, exemplary, punitive damages; and (c) damages calculated as a multiple of company revenue, profits or settlement of any of similar metrics) (a “Loss”) incurred or suffered by the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Buyer Indemnitees, directly or indirectly, in connection with, arising out of, which could result resulting from, or caused by (i) any inaccuracy or misrepresentation in or breach of any of the representations or warranties made by a Seller in this Agreement, the Seller Disclosure Schedule or any Transaction Agreement; (ii) any nonfulfillment, nonperformance or other breach of any of the covenants or agreements of a Seller contained in the Purchase Agreements; (iii) any Excluded Liability; or (iv) any Proceedings, demands or assessments resulting from any of the matters set forth in clauses (i) through (iii) above. For purposes of this Section 7.2, the amount of any Losses associated with any inaccuracy in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreementor other statement, in any certificate or document furnished at Closing pursuant hereto by Seller nonfulfillment, nonperformance or any Ancillary Agreement to which Seller is or is to become a party, a other breach or nonfulfillment of any covenant or agreement made by the Seller will be determined without regard for any materiality, “Material Adverse Effect” or similar qualification. In addition to other representations, warranties and covenants customary to transactions contemplated by this Agreement, the Seller will agree to indemnify Buyer for any losses incurred by Buyer due to a breach of their representations, warranties and covenants in this Agreement or in the Agreement, as well as any Ancillary Agreement to which Seller is or is to become a party, and any and all pre-closing liabilities of Seller of any nature whatsoever, whether due or the Seller. The Seller’s indemnification obligations relating to become due, whether accrued, absolute, contingent or otherwise, existing on representations and warranties will survive the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to for 12 months from the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms completion of the Escrow AgreementClean Rooms. (except those customary fundamental representations and those relating to tax, be entitled to withdraw sufficient funds from environmental and other customary matters upon which the Escrow Fund pursuant to parties may agree (the Escrow Agreement in lieu of payment directly from Seller, and to “Fundamental Representations”) will survive until the extent the amount due any Purchaser Indemnitee exceeds the balance expiration of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerapplicable statute of limitations).

Indemnification by Seller. Seller shall, indemnify, defend, save will indemnify and hold PurchaserBuyer, any assignee each of Purchaser Buyer’s direct and their indirect subsidiaries and affiliates, and the respective officers, directors, shareholders, partners, members, employees, agents agents, servants, counsel, representatives, affiliates, subsidiaries, participants, successors and Affiliates assigns of any and all of the foregoing (collectively, "Purchaser Indemnitees"the “Indemnified Parties”) harmless from and against any and all demands, claims, allegationslosses, assertionsliabilities, actions or obligations, penalties, actions, causes of action, assessmentsclaims of usury, lossessuits, damagescontroversies, deficienciesdamages (whether general, liabilitiesspecial or punitive), judgments, executions, claims and demands, costs and expenses, including, without, limitation, attorneys’ fees and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demandslitigation is commenced), claimsliens and indemnities of every kind and nature whatsoever (“Claims”) arising out of, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectlyunder, in connection with, arising out ofor related in any manner to: (i) any act or omission of Seller or any employee or agent of Seller, which could result in(ii) Seller’s failure to perform any of its obligations hereunder, or which would not have occurred but for(iii) the falsity, a breach incorrectness or incompleteness of any representation or warranty made by Seller herein. This indemnification shall include, but not be limited to, indemnification against Claims arising in this Agreementconnection with actions or proceedings instituted by or on behalf of (i) an Obligor with respect to any of the Loans, or (ii) any person prosecuting or defending any action or proceeding as a representative of or on behalf of a class or other interest group relating to the Loans, or (iii) any governmental instrumentality, body, or agency having jurisdiction under any applicable statute, rule, regulation, order or decree relating to the Loans. Without limiting the provisions of the preceding paragraph, in the event that an action or proceeding is instituted by a third party with respect to a Claim, Buyer or the respective Indemnified Party shall be entitled to employ attorneys of its own selection to appear and defend the action or proceeding at Seller’s sole expense, and to compromise or settle any certificate such action or document furnished at Closing pursuant hereto proceeding on such terms as Buyer or such Indemnified Party may reasonably deem appropriate; provided, however, that any such compromise or settlement shall not include any admission of liability or wrongdoing by Seller without Seller’s prior written consent. In the event the Buyer or any Ancillary Agreement the respective Indemnified Party does not wish to defend such Claim pursuant to the preceding paragraph, the Buyer or such Indemnified Party shall promptly notify Seller of such Claim and Seller must assume the defense of such Claim with attorneys reasonably acceptable to Buyer or such other Indemnified Party. Seller shall not be responsible for such Indemnified Party’s attorney fees incurred after the Seller assumes the defense of such Claim unless the respective Indemnified Party and Seller have claims adverse to each other, in which case the prevailing party’s legal fees will be paid by the losing party. The failure of the Indemnified Party to notify the Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of such Claim shall not relieve the Seller of any nature whatsoever, whether due or liability that the Seller may have with respect to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, such Claim except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due Seller demonstrates that the defense of such Claim is materially prejudiced by such failure. The respective Indemnified Party shall have the right to reject any Purchaser Indemnitee exceeds settlement proposed by the balance Seller in connection with Seller’s defense of such Claim; provided, however, that if such settlement is (i) within the financial means of the funds held under Seller, (ii) without cost or liability to the Escrow AgreementBuyer, Purchaser (iii) includes a full general release of the Buyer and each of the Indemnified Parties from any liability in form and content reasonably satisfactory to Buyer, and (iv) does not otherwise materially and adversely affect the Buyer or any of the other Indemnified Parties, the Buyer waives its right to reject such settlement offer. In the event that the Seller refuses or fails to undertake the defense of any such Claim within ten (10) days after notice of such Claim has been given to the Seller by an Indemnified Party, or at any time the Seller shall otherwise fail to diligently defend or purse settlement of such Claim or if such Claim could result in damages in excess of the amount that the Indemnified Party could reasonably expect to be entitled recoverable from the Seller, then the Buyer or any other Indemnified Party shall have the right, but not the obligation, to collect undertake the defense, compromise or settlement of such balance owned Claim with counsel of its own choosing at the sole cost and expense of the Seller. Upon determination of the amount of a Claim, whether by agreement between the Seller and the applicable Indemnified Parties, by an arbitration award, any other final adjudication or otherwise, the Seller shall pay to Purchaser Indemnitee directly from Sellereach of the applicable Indemnified Parties the amount of such Claim within thirty (30) days of the date such amount is determined. Thereafter, the amount of such Claim shall bear interest at a rate equal to ten percent (10%) per annum.

Indemnification by Seller. Subject to the terms and conditions of this ARTICLE 7, from and after the Closing, Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Buyer, any assignee the Company, each of Purchaser their respective Subsidiaries, each of their respective Affiliates, and their respective officers, directors, employees, agents successors and Affiliates assigns (collectively, "Purchaser the “Buyer Indemnitees"”) harmless from and against all demands, claims, allegations, assertions, actions the entirety of any Losses that any Buyer Indemnitee may suffer or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses incur (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense any Losses they may suffer or settlement incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Loss is made pursuant to this ARTICLE 7 prior to the end of any applicable survival period and such Loss is reasonably foreseeable at the foregoing and whether or not any time such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages"indemnification claim is made) asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withfrom, arising out of, which could result in, or which would not have occurred but for, a caused by (a) any breach or inaccuracy of any representation or warranty made by Seller in this Agreement, ARTICLE 3 or made by Seller or the Company in any certificate or document furnished at Closing other writing delivered pursuant hereto by Seller or hereto, (b) any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement of Seller, the Company, or any of its Subsidiaries in this Agreement, (c) any claim made by any Common Shareholder relating to such Person’s rights with respect to the Consideration, (d) any claim made by any Preferred Shareholder relating to such Person’s rights with respect to the aggregate amount payable to the Preferred Shareholders upon the election of Seller in to exercise its redemption rights with respect to the Preferred EMC Units pursuant to the LLC Agreement (including without limitation, the calculation of the Redemption Amount, including any interest accrued on the Preferred EMC Units prior to the Closing), (e) any Losses attributable to the failure of any Common Shareholder to execute and deliver the Support Agreement or consent to this Agreement and the transactions contemplated hereby, (f) any claim by or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller purportedly on behalf of any nature whatsoeverholder or former holder of any membership or other ownership interests of the Company or rights to acquire any membership or other ownership interests of the Company in connection with any of the transactions contemplated hereby that constitute Proceedings alleging violations of fiduciary duty, whether due or (g) any Loss relating to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of the Trio Spinout Transaction or the Trio Business, including without limitation the Termination Letter from Jxxxxxxx Xxxx of Pxxx Americas, LLC dated April 26, 2016; (h) any transaction entered intoLoss relating to or arising out of a dispute relating to the covenants and agreements under Section 2.08 of the STM Purchase Agreement, (i) any Loss relating to or arising out of the Company’s or any of its Subsidiaries’ failure, or alleged failure, to comply fully with Anti-Fraud and Anti-Corruption Laws or Antiboycott Laws, (j) other than the Buyer Assumed Liability, any state and all Transaction Expenses and Debt as of facts existing, immediately prior to the Closing Datethat is unpaid upon the Closing, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damagesin each case, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent not already covered by the amount due Transaction Expense Amount or the Debt Amount as paid on the Closing Date, or included on the schedule of Permitted Indebtedness set forth on Schedule 1.2(b), or otherwise satisfied pursuant to Section 1.8; (k) any Purchaser Indemnitee exceeds Loss relating to the balance of matters set forth in the funds held under Letter from ABS Global, Ltd. April 22, 2016; or (l) any Loss relating to the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerAlpha Satcom Purchase Order MTN0008266.

Indemnification by Seller. Subject to the provisions of Section 15.4, from and after the Closing, Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless the Buyer, any assignee the Company, each of Purchaser and their respective present and future directors, officers, directors, employees, agents consultants and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagents, and all reasonable amounts paid in investigationeach of the directors, defense or settlement officers, heirs, executors, successors and assigns of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; (collectively, the "Purchaser DamagesBuyer Indemnified Persons") asserted against, imposed upon, resulting to, required to be paid by, or from and against any and all (i) Seller Environmental Obligations and Seller Uninsured Liabilities incurred by or asserted against any Purchaser Indemniteesof the Buyer Indemnified Persons, directly or indirectlyINCLUDING ANY SELLER ENVIRONMENTAL OBLIGATIONS AND SELLER UNINSURED LIABILITIES BASED ON NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF THE BUYER INDEMNIFIED PERSON OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON, CIVIL OR STATUTORY) OR EQUITY (but subject to the limitations contained in connection withthe definitions of Seller Environmental Obligations and Seller Uninsured Liabilities), arising out ofand (ii), which could result insubject to the limitations of Section 13.1 and Article 14, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in Covered Liability resulting from any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any representation, warranty, covenant or agreement made by on the part of Seller which is expressly set forth in this Agreement. Seller's indemnity obligations under clause (i) of this Section 15.2 with respect to Seller Uninsured Liabilities shall not extend to or cover any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or Uninsured Liabilities arising out of any transaction entered intoclaims or Actions filed, asserted or any state of facts existing, prior to threatened more than five years after the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled however, Seller's indemnity obligations under clause (i) of this Section 15.1 with respect to collect Purchaser DamagesSeller Uninsured Liabilities shall extend to and cover all Seller Uninsured Liabilities arising out of claims or Actions filed, Purchaser shall, at its option and subject asserted or threatened prior to the terms end of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellersaid five-year period.

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to indemnify and hold Purchaser, any assignee each of Purchaser and its Affiliates and any and all of their respective officerspartners, directors, managers, members, officers, employees, agents and Affiliates controlling persons (collectivelyeach, "a “Purchaser Indemnitees"Indemnified Party”) harmless from and against against, and will pay to each Purchaser Indemnified Party the amount of, any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses Losses (including reasonable legal attorneys’ fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, awarded against or incurred or suffered by any such Purchaser Indemnitees, directly or indirectly, in connection withIndemnified Party, arising out of, which could result or involving any claim, demand, action or proceeding arising out of (i) any breach of any representation, warranty or certification made by Seller in, or which would not have occurred but forpursuant to, a any of the Transaction Documents (including certificates or other written documentation delivered thereunder), (ii) any breach of any representation or warranty made default by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment respect of any covenant or agreement made by any Seller in this Agreement any Transaction Document or in under the License Agreement, (iii) any Ancillary Agreement to which Seller is Excluded Liabilities and Obligations, (iv) Third Party claims arising on or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or arising out a License Agreement, (v) any fees, expenses, costs, liabilities or other amounts incurred or owed by Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by the Transaction Documents and (vi) acts or omissions of any transaction entered into, Purchaser or any state of facts existing, prior to the Closing Date, except its Affiliates based upon written instructions from any Seller Indemnified Party (unless Purchaser is otherwise liable for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject such Losses pursuant to the terms of this Agreement); provided, however, that the Escrow Agreement, be entitled foregoing shall exclude any indemnification to withdraw sufficient funds any Purchaser Indemnified Party (A) that results from the Escrow Fund gross negligence or willful misconduct of such Purchaser Indemnified Party or (B) to the extent resulting from acts or omissions of Seller or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless Seller is otherwise liable for such Losses pursuant to the Escrow Agreement in lieu terms of payment directly from Seller, and this Agreement). Any amounts due to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser Indemnified Party hereunder shall be entitled payable by Seller to collect such balance owned Purchaser Indemnified Party upon demand. Other than with respect to Purchaser Indemnitee directly from Seller.a breach of Section 5.12 or any fraud or intentional breach by Seller of any representations, warranties or covenants contained herein, Seller shall not be liable under this Section 7.1 [*] [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed

Indemnification by Seller. Seller shall, hereby agrees to indemnify, defend, save defend and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless Buyer from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, lossesjudgments, damagescosts, deficiencies, liabilities, costs and expenses arising out of any claim, demand or suit asserted against Buyer (including reasonable legal fees, interest, penaltiesexcept for, and all reasonable amounts paid in investigation, defense or settlement of any of to the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out extent of, which could result in, Buyer’s own negligence or which would not have occurred but for, a intentional wrongful conduct) or for any loss or other Damages incurred or suffered by Buyer resulting from or related to: (a) any inaccuracy in or Seller’s breach of any representation or warranty made by of Seller in this Agreement, in hereunder or under any certificate or document furnished at Closing pursuant hereto schedule delivered by Seller pursuant hereto, (b) any failure of Seller to satisfy any of its covenants, agreements or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in other obligations under this Agreement or in any Ancillary Agreement to which certificate or schedule delivered by Seller is or is to become a partypursuant hereto, (c) any liabilities and any and all liabilities obligations of Seller or its Affiliates other than the Assumed Liabilities or (d) any of any nature whatsoever, whether due or Seller’s Tax liabilities. Seller will be obligated to become due, whether accrued, absolute, contingent or otherwise, existing on assume the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shalldefense, at its option and subject sole expense, of any claim or litigation as to the terms of the Escrow Agreementwhich it has an indemnification obligation hereunder, provided that Buyer may, at its own expense, be entitled to withdraw sufficient funds from monitor and/or participate in the Escrow Fund defense thereof. If, after being duly notified, Seller fails to defend in a timely manner or is not permitted to take any of the actions described in Section 7.3(x), 7.3(y) or 7.3(z) pursuant to the Escrow Agreement in lieu provisions of payment directly from SellerSection 7.3, Buyer will have the right to assume its own defense, and Seller will be obligated to reimburse Buyer for any and all reasonable expenses (including but not limited to reasonable attorneys’ fees) incurred in the extent defense of such claim or litigation. Seller shall not settle such a claim without the amount due any Purchaser Indemnitee exceeds the balance consent of the funds held under Buyer (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Escrow AgreementBuyer to withhold its consent from any settlement which (1) commits the Buyer to take, Purchaser shall be entitled or to collect forbear to take, any action, or (2) does not provide for a complete release of the Buyer by such balance owned to Purchaser Indemnitee directly from Sellerthird party).

Indemnification by Seller. (1) Seller shall, indemnify, shall defend, save indemnify and hold PurchaserBuyer, any assignee Affiliate of Purchaser and Buyer or their respective current or future officers, directors, controlling persons, employees, agents agents, successors and Affiliates permitted assigns (collectively, "Purchaser IndemniteesBUYER INDEMNITEES") harmless from and against and in respect of any and all demandsactual losses, liabilities, damages, claims, allegationssuits, assertionsproceedings, actions or causes of actionjudgments, assessmentssettlements and expenses, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal attorneys' fees, interest, penalties, and all reasonable amounts paid incurred by any such Buyer Indemnitee (hereinafter "BUYER LOSSES") which arise out of or in investigation, defense or settlement connection with (i) any breach of any of the foregoing representations and whether warranties contained in Article 3 hereof, (ii) any breach by Seller of any of its covenants in this Agreement, (iii) the Excluded Assets or not (iv) the Excluded Liabilities. For the sole purpose of Section 9.2(a)(i), Seller shall be deemed to have made the representations and warranties in Article 3 without any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required qualifications or exceptions as to be paid bythe presence or absence of, or incurred by any Purchaser Indemniteesresulting in, directly or indirectly, in connection with, arising out of, which could being reasonably likely to result in, or not resulting in or having or being reasonably likely to have, as the case may be, a Material Adverse Effect. Buyer shall give Seller prompt written notice of any third party claim (which in any event shall be within thirty (30) days of receiving such claim) which may give rise to any indemnity obligation under this Section 9.2(a), together with the estimated amount of such claim, and Seller shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Buyer within thirty (30) days of receipt of Buyer's written notice; PROVIDED, HOWEVER, that Seller's counsel shall be reasonably satisfactory to Buyer. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in any such defense assumed by Seller, it may do so at its sole cost and expense, and Seller and its counsel shall give Buyer and its counsel reasonable access to the relevant records and documents and employees of Seller in connection therewith. If Seller declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the other party, which consent shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would not have occurred but forresult in the imposition of a consent order, a breach injunction or decree which would restrict the future activity or conduct of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller the other party or any Ancillary Agreement to which Seller is Affiliate thereof or is to become a party, a breach if such settlement or nonfulfillment compromise does not include an irrevocable and unconditional release of the other party for any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or liability arising out of any transaction entered into, such claim or demand or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerrelated claim or demand.

Indemnification by Seller. Seller shalland the Shareholder, indemnifyjointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, save indemnify and hold Purchaserharmless Buyer, any assignee and each of Purchaser and their respective Buyer's officers, directors, employees, agents successors or assigns (Buyer and Affiliates (collectively, such persons are collectively referred to as the "Purchaser IndemniteesBuyer's Indemnified Persons") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagainst, and all reasonable amounts paid in investigationshall reimburse Buyer's Indemnified Persons for, defense or settlement of any of the foregoing each and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted every Loss threatened against, imposed upon, resulting to, required to be paid or incurred by, or incurred by imposed on, any Purchaser IndemniteesBuyer's Indemnified Person, directly or indirectly, in connection withrelating to, resulting from or arising out of, which could result in, or which would not have occurred but for, a breach of : (a) any inaccuracy in any representation or warranty made by Seller in this Agreementwarranty, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant covenant, agreement or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities other obligation of Seller of any nature whatsoeverunder this Agreement, whether due or the schedules to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoAgreement, or any state agreement, certificate or other document delivered or to be delivered by Seller pursuant hereto in any respect; (b) any claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment; (c) the ownership or operation of facts existing, the Assets or any activities with respect to the Assets or the Business prior to the Closing Date; (d) the disposition of any of the Shares or any part thereof, except for as contemplated by this Agreement; or (e) the application or any Assumed Liabilityviolation of, or failure to comply with, any Legal Requirement by Seller or the Shareholder. To With respect to matters not involving Proceedings brought or asserted by third parties, within thirty (30) days after notification from any of Buyer's Indemnified Persons supported by reasonable documentation setting forth the extent nature of the circumstances entitling any Purchaser Indemnitee is entitled or all of Buyer's Indemnified Persons to collect Purchaser Damagesindemnity hereunder, Purchaser shallSeller and the Shareholder, at its option no cost or expense to Buyer's Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and subject shall diligently and timely prosecute such resolution to the terms completion; provided, however, with respect to those valid claims that may be satisfied by payment of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement a liquidated sum of money and which are not disputed reasonably and in lieu of payment directly from good faith by Seller, Seller and to the extent Shareholder shall promptly pay the amount due so claimed. If litigation or any Purchaser Indemnitee exceeds other Proceeding is commenced or threatened, the balance provisions of Section 5.4 below shall control over the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerimmediately preceding sentence.

Indemnification by Seller. Seller shall, indemnify, defend, save shall indemnify and hold PurchaserBuyer and its respective subsidiaries and affiliates and persons servings as shareholders, any assignee of Purchaser and their respective officers, directors, employees, agents partners or employees thereof (individually a "Buyer Indemnified Party" and Affiliates (collectively, collectively the "Purchaser IndemniteesBuyer Indemnified Parties") harmless from and against all demandsany damages, claims, allegations, assertions, actions or causes of action, assessmentsliabilities, losses, damagestaxes, deficienciesfines, liabilitiespenalties, costs costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of the foregoing pursuant to this Article XIII) (hereafter, "Losses") which may be sustained or suffered by any of them arising out or based upon any of the foregoing and whether following matters: Fraud, intentional misrepresentation or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, a deliberate or incurred wilful breach by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach Seller of any representation of their representations, warranties or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in covenants under this Agreement or in any Ancillary Agreement to which Seller is certificate, schedule or is to become a partyexhibit delivered pursuant hereto. Any other breach of any representations, and any and all liabilities warranty or covenant of Seller under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any nature whatsoeverclaim, whether due action or to become due, whether accrued, absolute, contingent proceeding asserted or otherwise, existing on the Closing Date or arising instituted growing out of any transaction entered intomatter or thing constituting a breach of such representations, warranties or covenants. Any liability of Seller for Taxes owed by it payable for any state of facts existing, period prior to the Closing DateDate of Closing. Any and all claims, except for debts, liabilities and obligations of any Assumed Liability. To the extent type kind or nature which arose, result from or relate in any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject way to the terms operation of the Escrow AgreementRestaurant prior the Date of Closing, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and but only to the extent that such obligations do not constitute Assumed Obligations. The claim of any broker, finder or other agent employed by or on behalf of Seller. Any and all employment practices, decisions, actions or proceedings undertaken by Seller prior to the amount due any Purchaser Indemnitee exceeds Date of Closing in connection with the balance operation of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerRestaurant.

Indemnification by Seller. Subject to the limits set forth in this Section 8.1, from and after the Closing, Seller shall, indemnify, shall defend, save indemnify and hold Purchaser, any assignee of Purchaser Buyer and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") its affiliates harmless from and against and in respect of any and all demandsactual losses, claims, allegations, assertions, actions or causes of action, assessments, lossesliabilities, damages, deficienciesjudgments, liabilitiessettlements and expenses, costs and expenses (including reasonable legal attorneys’ fees, interestbut excluding lost profits, penaltiesconsequential, and all reasonable amounts paid in investigationpunitive, defense special or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages"indirect damages (hereinafter “Buyer Losses”) asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, of (a) fraud of Seller or which would not have occurred but for, a breach the Company in respect of any representation or warranty made by Seller contained in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and (b) any and all liabilities Taxes with respect to any taxable period of Seller of any nature whatsoever, whether due the Company ending on or to become due, whether accrued, absolute, contingent or otherwise, existing on before the Closing Date or any income or franchise Tax arising out as a result of a Section 338(h)(10) Election, and with respect to any transaction entered intoStraddle Period, or any state of facts existing, prior to portion thereof ending on the Closing Date, except (c) any Tax imposed upon Seller, a Seller Group or any affiliate of Seller for any Assumed Liabilityperiod, (d) any Tax for which the Company may be liable prior to its acquisition by Buyer (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor or (iii) by contract or (e) the GECAS Litigation. To Buyer shall give Seller prompt written notice of any third party claim which may give rise to any indemnity obligation under this Article VIII, together with the extent estimated amount of such claim, and Seller shall have the right to assume the defense of any Purchaser Indemnitee is entitled such claim through counsel of its own choosing by so notifying Buyer within sixty (60) days of receipt of Buyer’s written notice; provided, however, that Seller’s counsel shall be reasonably satisfactory to collect Purchaser DamagesBuyer. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in any such defense assumed by Seller, Purchaser it may do so at its sole cost and expense. If Seller declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel. Neither party shall, at its option and subject to without the terms prior written consent of the Escrow Agreementother party, which consent shall not be entitled unreasonably withheld, settle, compromise or offer to withdraw sufficient funds from settle or compromise any such claim or demand on a basis which would result in the Escrow Fund pursuant to imposition of an Order which would restrict the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance future activity or conduct of the funds held under other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the Escrow Agreement, Purchaser shall be entitled to collect other party for any liability arising out of such balance owned to Purchaser Indemnitee directly from Sellerclaim or demand or any related claim or demand.

Indemnification by Seller. Seller hereby covenants and agrees with Purchaser that, regardless of any investigation made at any time by or on behalf of Purchaser or any information Purchaser may have and, regardless of the Closing hereunder, Seller shall, indemnifyindemnify Purchaser and the directors, defendofficers, save employees and hold Affiliates of Purchaser, any assignee and each of Purchaser their successors and their respective officers, directors, employees, agents and Affiliates assigns (collectively, the "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties), and all reasonable amounts paid hold them harmless from, against and in investigation, defense or settlement respect of any of the foregoing and whether all Losses suffered, incurred or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred sustained by any Purchaser Indemniteesof them resulting from (i) any misrepresentation, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any agreement, covenant or agreement obligation by Seller or the Company made by any Seller in this Agreement (including without limitation any Exhibit or in any Ancillary Agreement to which Seller is or is to become a party, Schedule hereto and any and all liabilities certificate or instrument delivered in connection herewith), (ii) any Tax imposed upon or relating to the Company for any Pre- Closing Period in excess of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing the amount shown on the Closing Date Balance Sheet as a Liability or arising out reserve for current Taxes not yet due and payable (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income and the accrual on the Closing Balance Sheet described in the last sentence of Section 2.2), but only if and to the extent that that such excess would have caused the Minimum Book Value of the Company to fall below (or further below) one million dollars ($1,000,000) if such liability had existed on the Closing Date, and (iii) (A) the presence, Release or threatened Release, of any transaction entered intoHazardous Materials existing as of or prior to the Closing Date at, from, in, to, on, or under any state Site; (B) the transportation, treatment, storage, handling, or disposal or arrangement for transportation, treatment, storage, handling or disposal of facts existingany Hazardous Materials by or on behalf of Seller (in connection with the Business) or the Company, any predecessors of Seller (in connection with the Business) or the Company or any entities previously owned by the Company at or to any off-Site location prior to the Closing Date, except for ; (C) any Assumed Liability. To violation of Environmental Law or any Environmental Permit by Seller (in connection with the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject Business) or the Company as of or prior to the terms Closing Date; or (D) any Environmental Claims relating to (1) the Business as conducted on or prior to the Closing Date; (2) any Contract executed by the Company on or prior to the Closing Date; (3) any express or implied warranty obligations with respect to products or services sold or otherwise provided by or on behalf of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant Company on or prior to the Escrow Agreement in lieu Closing Date; or (4) any liability or obligation assumed or undertaken (either expressly or by operation of payment directly from Seller, and law) by the Company on or prior to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerClosing Date.

Indemnification by Seller. In addition to the indemnification set forth in Section 7.07, from and after the Closing, Seller shall, indemnify, defend, save shall indemnify and hold Purchaser, harmless the Buyer Indemnitees against and from any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense Damages that any Buyer Indemnitee may incur or settlement suffer to the extent such Damages arise out of any of or result from (a) the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller or the Company in this Agreement, in Agreement (or any certificate delivered by Seller or document furnished at Closing the Company pursuant hereto to this Agreement), (b) the breach by Seller or any Ancillary Agreement of its Affiliates (including solely to which Seller is the extent on or is prior to become a partythe Closing, a breach or nonfulfillment the Company) of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any or, solely with respect to the covenants and agreements that by their nature whatsoever, whether due are required to be performed by or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing, the Company, contained in this Agreement, (c) any of the Excluded Liabilities; (d) Indebtedness of the Company outstanding and unpaid as of the Closing (provided that (i) in no event shall Seller have any indemnification obligation pursuant to this Section 10.02(d) or otherwise with respect to any amounts taken into account in any adjustment to the Purchase Price pursuant to Article II and (ii) the indemnification obligation of Seller pursuant to this Section 10.02(d) shall expire and be of no further force or effect on the date that is 18 months after the Closing Date) or (e) Seller’s share of Transfer Taxes set forth in Section 7.07(b). Buyer shall take, except for and shall cause the other Buyer Indemnitees to take, all commercially reasonable steps to mitigate any Assumed LiabilityDamages upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. To the extent any Purchaser Indemnitee is entitled to collect Purchaser DamagesFor purposes of Section 3.18 and Section 3.09, Purchaser shall, at its option and subject notwithstanding anything to the terms contrary herein, Seller shall have no liability for Taxes of the Escrow Agreement, be entitled Company arising in or attributable to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellera Post-Closing Tax Period.

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, from and after the Closing Seller shall, indemnify, defend, save shall indemnify and hold Purchaser, any assignee defend each of Purchaser Buyer and its Affiliates (including the Surviving Company) and their respective officers, directors, employees, agents and Affiliates Representatives (collectively, "Purchaser the “Buyer Indemnitees"”) against, and shall hold each of them harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagainst, and shall pay and reimburse each of them for, any and all reasonable amounts paid in investigationLosses incurred or sustained by, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withthe Buyer Indemnitees based upon, arising out of, which could result in, with respect to or which would not have occurred but for, a by reason of (a) any inaccuracy in or breach of any representation of the representations or warranty made by warranties of Seller contained in this Agreement; or (b) any breach or non-fulfillment of any covenant, in any certificate agreement or document furnished at Closing pursuant hereto obligation to be performed by Seller or pursuant to this Agreement. All such calculations of Losses shall take into account any Ancillary Agreement insurance proceeds received by the Buyer Indemnitees in connection with the matter out of which such Damages shall arise, net of directly related increases of premiums on such insurance policies. The Buyer Indemnitees agree to which Seller use commercially reasonable efforts to obtain such insurance proceeds. If an indemnification payment is or is to become a party, a breach or nonfulfillment of any covenant or agreement made received by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a partyBuyer Indemnitee, and any and all liabilities of such Buyer Indemnitee later receives insurance proceeds or other third party recoveries, such Buyer Indemnitee shall promptly pay to Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior such amount. Notwithstanding anything herein to the Closing Datecontrary, except for any Assumed Liability. To (a) the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, Buyer Indemnitees shall not be entitled to withdraw sufficient funds from seek indemnification under clause (a) of the Escrow Fund pursuant first sentence of Section 8.02 with respect to any Losses unless and until the Escrow Agreement aggregate amount of all Losses suffered by the Buyer Indemnitees under clause (a) of the first sentence of Section 8.02 exceeds, in lieu of payment directly from Sellerthe aggregate, $250,000 (the “Deductible”), and then the Buyer Indemnitees shall only be entitled to the extent the indemnification for such aggregate amount due any Purchaser Indemnitee of Losses that exceeds the balance Deductible; (b) the aggregate amount of all payments to which the funds held under the Escrow Agreement, Purchaser Buyer Indemnitees shall be entitled to collect receive under clause (a) of the first sentence of Section 8.02 shall in no event exceed $1,200,000 (the “Cap”); and (c) the Buyer Indemnitees shall not be entitled to seek indemnification for Losses to the extent that the items giving rise to such balance owned Losses had been accounted for in the calculation of Closing Working Capital pursuant to Purchaser Indemnitee directly from SellerSection 2.04. The limitations set forth in clause (a) and clause (b) of the preceding sentence shall not apply to Losses relating to breaches of the Fundamental Representations, claims for indemnification under Section 6.03 or fraud.

Indemnification by Seller. Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Buyer, and shall reimburse Buyer for, any assignee loss, liability, claim, damage, expense (including, but not limited to, reasonable cost of Purchaser investigation and their respective officers, directors, employees, agents defense and Affiliates reasonable attorneys' fees) or diminution of value (collectively, "Purchaser IndemniteesDamages") harmless arising from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses in connection with (including reasonable legal fees, interest, penalties, and all reasonable amounts paid a) any inaccuracy in investigation, defense or settlement of any of the foregoing representations and warranties of Seller pursuant to this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, or any actions, omissions or states of facts inconsistent with any such representation or warranty, or (b) any failure by the Seller to perform or comply with any provision of this Agreement. The obligations of the Seller to indemnify and hold harmless Buyer shall also apply to any action, claim or suit which arises from the operations of the Seller prior to the Closing Date, to the extent that the Seller's liability therefore is not covered by insurance, whether or not any such demandsaction, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, claim or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller suit is disclosed in this AgreementAgreement or the Schedules attached hereto. Buyer shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from (a) any inaccuracy in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller the representations and warranties of Buyer in this Agreement or in any Ancillary Agreement certificate delivered by the Buyers pursuant to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intothis Agreement, or any state actions, omissions or states of facts existinginconsistent with any such representation or warranty, prior or (b) any failure by the Buyer to perform or comply with any provision of this Agreement. may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party, (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within 15 days after the indemnified party's notice is given, give notice to the Closing Dateindemnified party of its election to assume the defense thereof, except for the indemnifying party shall be bound by any Assumed Liabilitydetermination made in such action or any compromise or settlement thereof effected by the indemnified party. To Notwithstanding the extent any Purchaser Indemnitee foregoing, if an indemnified party determined in good faith that there is entitled to collect Purchaser Damagesa reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, Purchaser shallsuch indemnified party may, at its option and subject by notice to the terms indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of the Escrow Agreement, an action so defended or any compromise or settlement thereof effected without its consent (which shall not be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerunreasonably withheld).

Indemnification by Seller. Seller shall, shall indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective its officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, (i) a breach of any representation or warranty made by such Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by such Seller or any Other Agreements or Ancillary Agreement to which Seller is or is to become a partyparty and any Retained Liability, (ii) a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, (iii) any and all Retained Liabilities, (iv) any liability or expense relating to any matter set forth in Schedules 6.7, 6.11 and 6.20, (v) any material discrepancy in the balance of any trust funds of residents/patients relating to periods prior to the Closing Date; (vi) any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or whatsoever (other than Assumed Liabilities) arising out of any transaction entered into, or any state Seller's operation of facts existing, the business prior to the Closing Date, except for ; and (vii) liability resulting from any Assumed Liability. To the extent breach or default by Seller under any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow AgreementFacility Leases. This indemnification by Seller in clause (i), be entitled relating to withdraw sufficient funds a breach of any representation or warranty, shall not apply to any claim made more than 24 months from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerClosing Date.

Indemnification by Seller. Seller shall, shall indemnify, defend, save and hold Purchaserharmless the Ben Parties, any assignee of Purchaser their Affiliates (including parent and subsidiary entities) and their respective officersRepresentatives, directorspartners, employeesmembers, agents stockholders, trustees, beneficiaries, successors, assignors and Affiliates assignees (collectivelyand any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), "Purchaser Indemnitees"each Person who controls such indemnified Person (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the Representatives, partners, members, stockholders, trustees, beneficiaries, successors, assignors and assignees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) harmless of such controlling Person, from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date Losses based upon or arising out of any transaction entered intoof the following: (i) Seller’s breach of any provision contained in any Primary Transaction Agreement, (ii) the characterization of any payments pursuant to Section 3.3 as other than adjustments to the Purchase Price, or (iii) (A) any untrue statement or alleged untrue statement of a material fact contained in any Consent Solicitation, (B) an omission or alleged omission to state in any Consent Solicitation a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any violation or alleged violation of the Seller (or any of its Affiliates or its or their Representatives) of the Securities Act, Exchange Act, any state securities laws or any rule or regulation promulgated thereunder with respect to any Consent Solicitation; provided that the indemnity contained in this clause (iii) shall not apply to Losses to the extent that they arise out of facts existingor are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Ben Parties expressly for use in such Consent Solicitation, except to the extent such information has been corrected in a subsequent writing prior to the Closing Date, except for any Assumed Liability. To delivery of an Election Notice by the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to Person asserting the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerclaim.

Indemnification by Seller. From and after the Closing (but subject to the provisions of this Section 10), Seller shall, indemnify, defend, save shall indemnify Buyer and hold Purchaser, any assignee its Affiliates and each of Purchaser and their respective officers, directors, employees, agents and Affiliates employees (collectively, "Purchaser Indemnitees"the “Buyer Indemnified Parties”) and hold each of them harmless from and against all demandsany out-of-pocket loss, claimsliability, allegations, assertions, actions damage or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses expense (including reasonable legal fees, interest, penalties, fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages"expenses) asserted against, imposed upon, resulting to, required to be paid by, (“Losses”) suffered or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a of the Buyer Indemnified Parties to the extent resulting from (i) any breach of any representation or warranty made of Seller contained in this Agreement or any Ancillary Agreement executed and delivered by Seller (excluding the Noncompetition Agreement executed and delivered by Seller), (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement executed and delivered by Seller (excluding the Noncompetition Agreement executed and delivered by Seller) or (iii) any Excluded Liability; provided that Seller shall not have any liability under this Section 10 for any breach of any representation or warranty contained in this Agreement or any Ancillary Agreement executed and delivered by Seller or any covenant of Seller contained in this Agreement to be performed at or prior to the Closing, and no claims by any of the Buyer Indemnified Parties shall be so asserted, unless and until the aggregate amount of Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $4,875,000, and then only to the extent of any such excess; provided further that Seller shall not have any liability under this Section 10 for any breach of any representation or warranty contained in this Agreement or any Ancillary Agreement executed and delivered by Seller or any covenant of Seller contained in this Agreement to be performed at or prior to the Closing, and no claims by the Buyer Indemnified Parties shall be so asserted, for any individual item where the Loss relating to such claim (or series of related claims arising from the same or substantially similar facts or circumstances) is less than $30,000, and such items shall be disregarded for purposes of the first proviso to this Section 10(a); and provided further that Seller’s aggregate liability under this Section 10(a) for any breach of any representation or warranty in this Agreement or any Ancillary Agreement executed and delivered by Seller or any covenant of Seller contained in this Agreement to be performed at or prior to the Closing, shall in no event exceed $32,500,000. Buyer agrees that in the event of any breach giving rise to an indemnification obligation of Seller hereunder, Buyer shall take and cause its Affiliates to take, or cooperate with Seller, if so requested by Seller, in order to take, all reasonable measures to mitigate the consequences of the related breach. Notwithstanding anything to the contrary contained in this Agreement, claims for (i) any breach of any covenant of Seller contained in any certificate or document furnished at Closing pursuant hereto by Seller this Agreement or any Ancillary Agreement executed and delivered by Seller to which Seller is be performed after the Closing, (ii) any Excluded Liability, or is (iii) with respect to become a partySection 5(a)(i) (Organization and Authority; No Conflicts), a breach Section 5(a)(ii) (Organization and Authority; No Conflicts) (but solely for the matters set forth therein with respect to the articles of incorporation or nonfulfillment bylaws of any covenant or agreement made by any Seller in Seller) and Section 12(l) (Brokerage) of this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and shall not be subject to the terms limitations set forth in this Section 10(a). For purposes of determining the Escrow Agreementexistence of a breach of a representation or warranty hereunder (except with respect to Section 5(d) (Financial Statements; Undisclosed Liabilities), be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu first two (2) sentences of payment directly from SellerSection 5(h) (Contracts), Section 5(j) (Material Adverse Effect) and to the extent Section 5(r) (Customers; Suppliers)) or calculating the amount due any Purchaser Indemnitee exceeds of Losses resulting from a breach of a representation or warranty hereunder (except with respect to Section 5(d) (Financial Statements; Undisclosed Liabilities), the balance first two (2) sentences of the funds held under the Escrow AgreementSection 5(h) (Contracts), Purchaser Section 5(j) (Material Adverse Effect) and Section 5(r) (Customers; Suppliers)), references to “Material Adverse Effect” or “material” or other materiality qualifications (or correlative terms), shall be entitled disregarded (but with it being understood that, for purposes of determining whether a breach of a representation or warranty constitutes an intentional fraudulent misrepresentation, such references to collect such balance owned to Purchaser Indemnitee directly from Seller“Material Adverse Effect” or “material” or other materiality qualifications (or correlative terms) shall not be disregarded).

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to indemnify and hold harmless Purchaser, any assignee of Purchaser its Affiliates and its and their respective officersRepresentatives (each, directors, employees, agents and Affiliates (collectively, "a “Purchaser Indemnitees"Indemnified Party”) harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penaltiesagainst, and will pay to each Purchaser Indemnified Party the amount of, any and all reasonable amounts paid in investigationLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection withinvolving a Third Party Claim, arising out of, which could result in, of or which would not have occurred but for, a resulting from (a) any fraud or breach of any representation or warranty made by Seller in any of the Transaction Documents or certificates delivered by Seller to Purchaser in writing pursuant to this Agreement, in (b) any certificate breach of or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of default under any covenant or agreement made by any of Seller in this Agreement any of the Transaction Documents, (c) any Excluded Assets or in any Ancillary Agreement to which Seller is or is to become a partyExcluded Liabilities and Obligations, and (d) any and all fees, expenses, costs, liabilities of or other amounts incurred or owed by Seller or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall 42 exclude (i) any indemnification of any nature whatsoeverPurchaser Indemnified Party having the effect of imposing on Seller any recourse liability for the Purchased Assets because of the insolvency or other creditworthiness problems of the Licensee or the insufficiency of the Purchased Assets, whether due as a result of the amount of cash flow resulting from sales or to become due, whether accrued, absolute, contingent licensing of any Royalty Product or otherwise, existing on in each case unless resulting from the Closing Date breach or arising out default by Seller of or under any of the Transaction Documents, or (ii) any Losses of any transaction entered into, or any state of facts existing, prior Purchaser Indemnified Party to the Closing Dateextent resulting from (A) the gross negligence, except for any Assumed Liability. To the extent willful misconduct or fraud of any Purchaser Indemnitee is entitled Indemnified Party, (B) the failure of Licensee or Stanford to collect Purchaser Damages, Purchaser shall, at perform any of its option and subject to obligations under the terms of the Escrow applicable License Agreement, unless resulting from the breach or default by the Seller of or under the applicable License Agreement or hereunder, (C) any matter in respect of which any Seller Indemnified Party would be entitled to withdraw sufficient funds indemnification under ‎Section 7.2, or (D) acts or omissions of the Seller based upon the express written instructions from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be entitled payable by Seller to collect such balance owned to Purchaser Indemnitee directly from SellerIndemnified Party upon demand.

Indemnification by Seller. Subject to the survival periods set forth in Section 9.4 (Survival), Seller shall(i.e., indemnifyboth SLG Chemicals, Inc. and Sxxxx’x Liquid Gold-Inc., jointly and severally) agrees to defend, save indemnify and hold Purchaser, any assignee of Purchaser Buyer and its Affiliates and their respective officers, directors, employeesshareholders, agents owners, Representatives and Affiliates lenders (collectively, "Purchaser Indemnitees"the “Buyer Indemnified Parties”) harmless from and against any and all demandslosses, claims, allegations, assertions, actions or causes of action, assessments, lossesliabilities, damages, deficienciesobligations, liabilitiesActions, demands, penalties, interest, costs and expenses (including reasonable legal fees, interest, penalties, any and all reasonable amounts paid in investigationattorneys’ fees and expenses relating thereto, defense or settlement including costs of any of investigation and litigation incurred by the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; indemnified party) (collectively, "Purchaser Damages"the “Losses”) asserted against, imposed upon, resulting to, required to be paid by, arising out of or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a with (a) any breach of any a representation or warranty made by Seller in this Agreement, or in any certificate Schedule, Exhibit or other document furnished at Closing pursuant or instrument attached hereto or delivered by Seller in connection with this Agreement, including the Transaction Documents; (b) any breach of a covenant, agreement or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment undertaking of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement Schedule, Exhibit or other document or instrument attached hereto or delivered by Seller in connection with this Agreement; (c) any Excluded Assets or Excluded Liability, including any claims arising for injuries or death to which persons or damage to property arising or claimed to arise from products shipped or delivered by Seller is or is prior to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date and any claims made against Buyer relating to matters occurring on or before the Closing Date and relating to, or involving, the conduct by Seller of the Business herein sold; (d) without limiting the generality of the foregoing, any claims made by any third party claiming to be the holder of an Encumbrance (excepting only the Permitted Encumbrances) against any of the Purchased Assets; and (e) any third party claim based upon, resulting from or arising out of any transaction entered intothe business, operations, properties, assets or any state obligations of facts existingSeller conducted, existing or arising on or prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. In addition to any other indemnities undertaken by Seller shallherein, indemnify, defend, save Seller shall indemnify and hold Purchaser, any assignee of Purchaser its successors and their respective assigns and Purchaser's officers, directors, employeesshareholders, employees and agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against any and all demandsliabilities, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciesjudgments, liabilitiesawards and losses (including all related legal fees, costs and expenses in connection therewith) (including reasonable legal feescollectively referred to herein as "Liabilities"), interestsuffered or incurred by Purchaser with respect to (i) any material inaccuracy or breach of, penaltiesor nonfulfillment of, and all reasonable amounts paid in investigationany representation, defense warranty, agreement or settlement covenant of Seller under this Agreement or any of the foregoing and whether certificate, document or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, instrument required to be paid bydelivered pursuant hereto; (ii) all tax liabilities (including, without limitation, sales, use, property, income and other tax liabilities and interest and penalties on delinquent taxes), regardless of whether known or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach unknown to Seller and regardless of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, fixed, contingent or otherwise, existing arising on or prior to the Closing Date in connection with Trucking Business or the operation of or use of the Assets; (iii) any claim arising out of any transaction entered into, or any state the operation of facts existing, the Trucking Business prior to the Closing Date, except for whether known or unknown; (iv) any Assumed Liability. To the extent claim arising out of any Purchaser Indemnitee is entitled action, inaction, event, condition, liability or obligation, regardless of whether known or unknown to collect Purchaser DamagesSeller and regardless of whether accrued, Purchaser shallabsolute, at its option and subject fixed, contingent or otherwise, occurring or existing on or prior to the terms Closing Date in connection with the Trucking Business, the operation of the Escrow Agreement, be entitled to withdraw sufficient funds Trucking Business or Seller's use of the Assets (other than those arising from the Escrow Fund pursuant negligent or tortious acts or omissions of Purchaser and its agents, representatives or employees); (v) any claim relating to or arising from any action taken in connection with the Escrow Agreement in lieu transaction contemplated hereby by or on behalf of payment directly from Seller, and to Seller following the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerClosing Date.

Indemnification by Seller. Subject to the limitations of this Section 8, Seller shall, shall indemnify, defend, save and hold Purchaser, any assignee of Purchaser harmless Buyer and each Acquired Company and their respective officersRepresentatives, directorsstockholders, employees, agents controlling persons and Affiliates (collectively, the "Purchaser IndemniteesIndemnified Persons") harmless from against and against all demandsin respect of any loss, claimsliability, allegationsclaim, assertionsdamage, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses expense (including costs of investigation and defense and reasonable legal attorneys' fees), interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; involving a third-party claim (collectively, "Purchaser Damages") asserted againstthat any Acquired Company or Buyer shall incur or suffer, imposed uponwhich arise, resulting to, required to be paid byresult from, or incurred by any Purchaser Indemniteesrelate to, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a (i) any breach of any representation of the representations contained in Section 2 of this Agreement or warranty made in any of Seller's Closing Documents, (ii) any failure by Seller in this Agreement, in to perform any certificate of its covenants or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller agreements in this Agreement or in any Ancillary Agreement to which Seller is schedule, certificate, exhibit, agreement or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due other instrument furnished or to become duebe furnished by Seller or the Company under this Agreement, whether accrued, absolute, contingent (iii) any claim by any Person for brokerage or otherwise, existing on the Closing Date finder's fees or arising out of commissions or similar payments based upon any transaction entered into, agreement or understanding alleged to have been made by any such Person with either Seller or any state Acquired Company (or any Person acting on their behalf) in connection with any of facts existingthe Contemplated Transactions, (iv) any Taxes of the Acquired Companies attributable to periods (or portions thereof) ending on or prior to the Closing DateDate to the extent such Taxes exceed any accrual for Taxes on the Closing Schedule or (v) any claim identified on Exhibit 8.2 hereof. Buyer and Seller agree that the absence of the phrase "diminution in value" in the definition of "Damages" shall not be dispositive of whether, except or under what circumstances, diminution in value is an appropriate measure of damages. Notwithstanding the foregoing, Seller shall not be required to indemnify Buyer for any Assumed Liability. To Damages relating to Taxes (other than for the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms matters set forth as item 1 in part 2.12.1 of the Escrow Agreement, Schedule which shall be entitled to withdraw sufficient funds from entirely the Escrow Fund pursuant to the Escrow Agreement in lieu responsibility of payment directly from Seller, and for which Seller shall provide indemnity hereunder) until the amount of such Damages exceeds the amount of tax benefit obtained by the Acquired Companies through the use of Acquired Company net operating losses (other than those relating to the extent restructuring provision, the amount due any Purchaser Indemnitee exceeds long-term service award provision and the technical warranty provision in the audited statutory balance sheet of the funds held under Company as at December 31, 1999) as of the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerClosing Date.

Indemnification by Seller. (a) From and after the Closing Date, Seller shall, indemnify, defend, save shall indemnify and hold Purchaserharmless Buyer, any assignee its Affiliates, each of Purchaser and their respective directors, officers, directorsshareholders, employeesemployees and agents, agents and Affiliates each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser IndemniteesBuyer Indemnified Parties") harmless from and against any and all demandsdamages, claims, allegations, assertions, actions or causes of action, assessments, losses, damagesexpenses, deficienciescosts, liabilities, costs and expenses (including reasonable legal feestaxes, interest, penalties, fines, obligations and liabilities, including without limitation liabilities for all reasonable amounts paid in investigationattorneys', defense or settlement accountants', and experts' fees and expenses including those incurred to enforce the terms of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; this Agreement (collectively, "Purchaser DamagesCovered Liabilities") asserted against), imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemniteessuffered, directly or indirectly, by, or asserted against, any of the Buyer Indemnified Parties by reason of, in connection with, relating to or arising out of (i) any of the Excluded Assets or the Retained Liabilities, including any Retained Liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, (ii) any breach by Seller of, which could result or any inaccuracy in, or which would not have occurred but for, a breach of any representation or warranty made by of Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller contained in this Agreement or in any Ancillary Agreement to which Seller is Collateral Document, or is to become a party, and (iii) any and all liabilities of breach or non-performance by Seller of any nature whatsoevercovenant or obligation to be performed by it which is contained in this Agreement, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoCollateral Agreement, or in any state of facts existingagreement, prior certificate or other document delivered pursuant hereto or thereto; provided, however, that in no event shall Seller be required to the Closing Date, except pay or otherwise be liable for any Assumed Liability. To Covered Liabilities with respect to claims made under or relating to Section 10.2(a)(ii) hereof (other than a breach of representation contained in Section 3.5(a) hereof) unless and until the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option aggregate amount of all such costs and subject to the terms expenses hereunder exceeds 1.5% of the Escrow AgreementPurchase Price, in which case Seller shall be entitled liable for all such amounts in excess of 1.5% thereof up to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu a maximum of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance 15% of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerPurchase Price.

Indemnification by Seller. Seller shall, agrees to indemnify, defend, save defend and hold Purchaser, any assignee Buyer and each of Purchaser and their respective its officers, directors, employees, agents agents, stockholders and Affiliates controlling Persons and their respective successors and assigns (collectivelyeach, "Purchaser Indemniteesa Buyer Indemnified Party") harmless from and against and, in respect of the entirety of Adverse Consequences actually suffered, incurred or realized by such party, arising out of or resulting from any breach of representation or warranty or breach of any covenant or agreement made or undertaken by Seller in this Agreement, including the Disclosure Schedule and all demandsexcluded liabilities, claimsprovided, allegationsthat (A) Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences until Buyer has suffered Adverse Consequences by reason of all such matters in excess of $100,000 (after which point Seller will be obligated to provide indemnification from and against the full amount of Adverse Consequences, assertions, actions or causes subject to the limitation in the following clause) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of action, assessmentsthe matters set forth in this Section exceeds the Purchase Price; Seller shall not have any obligation to indemnify Buyer from and against any further Adverse Consequences by reason of such matters. For purposes of this Article 9 the term "Adverse Consequences" shall mean any and all liabilities, losses, damages, deficienciesdemands, liabilitiesassessments, claims, costs and expenses (including reasonable legal feesinterest, interestawards, judgments, penalties, settlements, fines, costs and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or expenses incurred by any Purchaser Indemnitees, directly or indirectly, in connection withwith investigating and defending any claims or causes of action (including, arising out ofwithout limitation, attorneys' fees and expenses); provided that it shall not include Excluded Liabilities for which could result in, or which would not have occurred but for, a breach of Seller shall be wholly liable. Any "materiality" qualifies to any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment shall not be given effect for the purposes of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, determining whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee Buyer is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerindemnification hereunder.

Indemnification by Seller. (a) Seller shall, indemnify, defend, save agrees to indemnify and hold Purchaser, any assignee each of Purchaser and its Affiliates and any and all of their respective officerspartners, directors, managers, members, officers, employees, agents and Affiliates controlling persons (collectivelyeach, "a “Purchaser Indemnitees"Indemnified Party”) harmless from and against against, and will pay to each Purchaser Indemnified Party the amount of, any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses Losses (including reasonable legal attorneys’ fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, awarded against or incurred or suffered by any such Purchaser Indemnitees, directly or indirectly, in connection withIndemnified Party, arising out of, which could result or involving any claim, demand, action or proceeding arising out of (a) any breach of any representation, warranty or certification made by Seller in, or which would not have occurred but forpursuant to, a any of the Transaction Documents (including certificates or other written documentation delivered thereunder), (b) any breach of any representation or warranty made default by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment respect of any covenant or agreement made by any Seller in this Agreement any Transaction Document or in under the License Agreements, (c) any Ancillary Agreement to which Seller is Excluded Liabilities and Obligations, (d) Third Party claims arising on or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or arising out a License Agreement, (e) any fees, expenses, costs, liabilities or other amounts incurred or owed by Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by the Transaction Documents and (f) acts or omissions of any transaction entered into, Purchaser or any state of facts existing, prior to the Closing Date, except its Affiliates based upon written instructions from any Seller Indemnified Party (unless Purchaser is otherwise liable for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject such Losses pursuant to the terms of this Agreement); provided, however, that the Escrow Agreement, be entitled foregoing shall exclude any indemnification to withdraw sufficient funds any Purchaser Indemnified Party (i) that results from the Escrow Fund gross negligence or willful misconduct of such Purchaser Indemnified Party or (ii) to the extent resulting from acts or omissions of Seller or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless Seller is otherwise liable for such Losses pursuant to the Escrow Agreement in lieu terms of payment directly from Seller, and this Agreement). Any amounts due to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser Indemnified Party hereunder shall be entitled payable by Seller to collect such balance owned Purchaser Indemnified Party upon demand. Other than with respect to a breach of Sections [*], or any fraud, willful misconduct, intentional misrepresentation, or intentional breach, in no event shall the maximum aggregate amount of Losses that may be recovered by the Purchaser Indemnitee directly from Seller.Indemnified Parties under this Agreement pursuant to this Section 7.1 be greater than [*]. 37

Indemnification by Seller. (a) The Seller shall, indemnify, defend, save shall indemnify the Purchaser and hold Purchaser, any assignee of Purchaser its Affiliates and their respective officers, directors, employeesagents, agents partners, members, shareholders and Affiliates employees (including, without limitation, any subsequent purchaser of the Receivables, any trustee and any Affiliate of the Purchaser serving as the underwriter, placement agent or initial purchaser or the equivalent in the offering and sale of the securities issued in connection with any Pass-Through Transfer or Whole Loan Transfer) (collectively, the "Purchaser IndemniteesIndemnified Parties" and each, an "Indemnified Party") and hold each Indemnified Party harmless from against (i) any and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciespenalties, liabilitiesfines, costs forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid that any Indemnified Party may sustain in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., way related to claims of third parties are meritorious; collectivelyrelated to (A) the failure of the Seller to perform its obligations as seller under the terms of this Agreement, "Purchaser Damages"(B) asserted againstthe provision of any information by the Seller on the Seller and its Affiliates, imposed uponthe Receivables (including historical loss and delinquency data), resulting tothe origination of the Receivables or the Seller's underwriting criteria, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a (C) the breach of any representation or warranty made by Seller warranty, covenant or other agreement set forth in this Agreement; (D) the use, in any certificate ownership or document furnished at Closing pursuant hereto operation by the Seller or any Ancillary Agreement Affiliate thereof of a Financed Vehicle or (E) claims or disputes of Obligors with respect to which Seller is or is to become a party, a breach or nonfulfillment of HNB GAP; (ii) any covenant or agreement made by taxes that may at any Seller in this Agreement or in time be asserted against any Ancillary Agreement to which Seller is or is to become a partyIndemnified Party with respect to, and as of the date of, the conveyance of the Conveyed Assets to the Purchaser, including any and all liabilities sales, gross receipts, tangible personal property, privilege or license taxes (but, in the case of Seller the Indemnified Parties, not including any taxes asserted with respect to the ownership of any nature whatsoever, whether due the Conveyed Assets or to become due, whether accrued, absolute, contingent federal or otherwise, existing on the Closing Date or state income taxes arising out of the transactions contemplated by this Agreement) and (iii) any transaction entered into, or breach by a Dealer of any state of facts existing, prior its obligations under a Dealer Agreement with respect to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerReceivable.

Indemnification by Seller. Subject to the provisions of this Article VII, Seller shall, shall indemnify, defend, save defend and hold Purchaser, any assignee of Purchaser harmless Buyer and its Affiliates and their respective officers, directors, employees, employees and agents and Affiliates (collectively, "Purchaser the “Buyer Indemnitees"”) harmless from and after the Closing Date from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficienciesLiabilities, liabilitiesawards, judgments, costs and expenses (including reasonable legal attorneys’ fees) (subject to Section 7.5(a), interest, penalties, and all reasonable amounts paid in investigation, defense or settlement “Damages”) incurred by the Buyer Indemnitees to the extent caused by (i) any breach of any of the foregoing representations and whether warranties made in this Agreement by Seller, (ii) any breach of any covenant or agreement of Seller made herein or (iii) any Excluded Liability. Notwithstanding the foregoing, Seller shall not be liable to indemnify any Buyer Indemnitees against Damages arising under clause (i) above unless and until the aggregate amount of such demandsDamages exceeds $750,000 (the “Threshold Amount”), claimswhereupon the Buyer Indemnitees shall be entitled to indemnification for the full amount of such Damages; provided, allegationshowever, etc.that Seller’s maximum Liability to the Buyer Indemnitees for all Damages arising under clause (i) above shall not exceed $5,163,750 (the “Maximum Amount”); provided, further, however, that the Threshold Amount and Maximum Amount shall not apply with respect to Damages arising out of third parties are meritorious; collectivelyany failure of the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), "Purchaser Damages"3.2(a) asserted against, imposed upon, resulting to, required (Authority) and 3.5 (No Broker) to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectlytrue and correct, in connection with, which case Seller’s maximum Liability to the Buyer Indemnitees shall not exceed the Purchase Price. The limitations set forth in this Section 7.2 shall not apply in respect of any indemnification obligation arising out ofof or resulting from fraud or willful misrepresentation by Seller. Notwithstanding anything herein to the contrary, which could result in, or which would not have occurred but for, for purposes of determining the amount of any Damages related to a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement the representations and warranties made by any Seller in this Agreement or in shall be considered without regard to any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, “material,” “Material Adverse Effect” or any state of facts existing, prior to the Closing Date, except for any Assumed Liabilitysimilar term or limitation contained therein. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.Section 7.3

Indemnification by Seller. From and after the Closing Date, Seller shall, shall indemnify, defendhold harmless, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless defend Buyer from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, losses and liabilities, costs and expenses (including reasonable legal feesattorneys' fees and expenses, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoactions, suits, or proceedings commenced prior to the Closing (other than proceedings to prevent or limit the consummation of this Agreement) relating to operations at the Branches and/or the Deposit Liabilities of the Branches; and Seller shall further indemnify, hold harmless, and defend Buyer from and against all losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any state actions, suits, or proceedings commenced on or after the Closing Date to the extent the same relate to operations at the Branches and/or the Deposit Liabilities of facts existing, the Branches conducted prior to the Closing Date. The obligations of Seller under this Section 8.03 shall be contingent upon Buyer giving Seller written notice (i) of receipt by Buyer of any process and/or pleadings in or relating to any actions, except for suits, or proceedings of the kinds described in this Section 8.03, including copies thereof, and (ii) of the assertion of any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject claim or demand relating to the terms operation of the Escrow Agreement, be entitled to withdraw sufficient funds from Branches and/or the Escrow Fund pursuant Deposit Liabilities or Branch Loans prior to the Escrow Agreement in lieu of payment directly from SellerClosing, and including, to the extent known to Buyer, the amount due any Purchaser Indemnitee exceeds the balance identity of the funds held person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. The rights of Buyer under this Section shall not apply to any suits, judgments, demands, set-offs, or other claims arising directly or indirectly in conjunction with the Escrow Agreement, Purchaser Branch Loans or other Assets transferred in accordance with this Agreement except claims for personal injury arising from injuries occurring at the Branches prior to the Closing. All notices required by the preceding sentence shall be entitled given within fifteen (15) days of the receipt by Buyer of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. Seller shall have the right to collect take over Buyer's defense in any such balance owned actions, suits, or proceedings through counsel selected by Seller, to Purchaser Indemnitee directly from Sellercompromise and/or settle the same and to prosecute any available appeals or reviews of any adverse judgment or ruling that may be entered therein. The covenants and obligations of Seller hereunder shall survive the Closing.

Indemnification by Seller. Subject to the limits set forth in this Article VIII, Seller shall, agrees to indemnify, defend, save defend and hold Purchaser, any assignee of Purchaser Buyer and their respective its officers, directors, employees, affiliates, agents and Affiliates representatives (collectively, the "Purchaser IndemniteesBuyer Indemnified Parties") harmless from and against any and all demandsloss, claimsliability, allegationsdamage (net of any insurance recovery or other benefit, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilitiesand reduced by any Tax Benefit (as hereinafter defined)), costs and expenses (including reasonable legal fees, interest, penalties, penalties and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; attorneys' fees) (collectively, "Purchaser DamagesLosses") asserted against, imposed upon, resulting that Buyer may incur or become subject to arising out of or due to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach indirectly (a) any inaccuracy of any representation or warranty made by the breach of any warranty, covenant or obligation of Seller contained in this Agreement; (b) any liability imposed upon Buyer as transferee of the Business or the Property, or otherwise relating to the conduct of the Business in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment respect of any covenant period ending on or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due such liability for such period has been expressly assumed by Buyer as an Assumed Liability; (c) any Purchaser Indemnitee exceeds the balance liability imposed upon Buyer and arising out of or relating to any of Seller's other assets, operations, businesses or activities that are not a part of the funds held Business; (d) any misrepresentation in or any omission from any exhibit, certificate, schedule or other material document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Seller under this Agreement; and (e) Seller's failure to comply with the Escrow bulk transfer laws of any state or Seller's misapplication of the proceeds of the purchase price of the Property in fraud of its creditors or obligees; provided, that in the absence of fraud Seller shall have no liability under this Section 8.2 unless and until the aggregate amount of all claims by Buyer Indemnified Parties arising out of one or more breaches of the representations or warranties by Seller shall exceed, in the aggregate, an amount equal to $75,000. For the purposes of this Agreement, Purchaser "Tax Benefit" shall mean the excess, if any, of (i) the present value of any United States federal tax deduction, expense, loss, increase in asset basis, credit or refund to Buyer or an affiliate thereof or successor -40- 45 thereto, computed in respect of any Loss calculated using the applicable long-term federal rate as defined in Section 1274(d) of the Code or any successor provision over (ii) the present value of any lost United States federal tax deduction, expense, loss or deficiency (including a reduction in tax basis) resulting from the payment by Seller of any indemnity payment hereunder to, or for the benefit of, Buyer. The indemnification obligations of Seller for breach of the representations and warranties contained herein, in the absence of fraud, shall be entitled limited to collect a maximum of $500,000 in the aggregate. Subject to Section 8.5, Seller will reimburse Buyer and each controlling person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such balance owned to Purchaser Indemnitee directly from SellerLoss, claim, liability, action or proceeding.

Indemnification by Seller. From and after the Closing Date, Seller shall, shall indemnify, defendhold harmless, save and hold Purchaser, any assignee of defend Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, losses and liabilities, costs demands and expenses (obligations, including reasonable legal feesattorneys' fees and expenses, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoactions, suits or any state of facts existing, proceedings commenced prior to the Closing Date, except for any Assumed Liability. To Date (other than proceedings to prevent or limit the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject consummation of the Acquisition) relating to the terms Assets transferred to or the Deposit Liabilities assumed by Purchaser; and Seller shall further indemnify, hold harmless and defend Purchaser from and against all losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any actions, suits or proceedings commenced on or after the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and Closing Date to the extent the amount due same relate to the Assets transferred to or the Deposit Liabilities and the other obligations and liabilities assumed by Purchaser, but arising out of occurrences prior to or on the Closing Date. The obligations of Seller under this Section 8.4 shall be contingent upon Purchaser giving Seller written notice (i) of receipt by Purchaser of any Purchaser Indemnitee exceeds the balance process and/or pleadings in or relating to any actions, suits, or proceedings of the funds held under kinds described in this Section 8.4, including copies thereof, and (ii) of the Escrow Agreementassertion of any claim or demand relating to the Assets transferred to or the Deposit Liabilities and the other obligations and liabilities assumed by Purchaser as of the close of business on the Closing Date, Purchaser including, to the extent known to Purchaser, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall be entitled given within twenty (20) days of the receipt by Purchaser of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. Seller shall have the right to collect take over Purchaser's defense in any such balance owned actions, suits, or proceedings through counsel selected by Seller, to Purchaser Indemnitee directly from compromise and/or settle the same and to prosecute any available appeals or reviews of any adverse judgment or ruling that may be entered therein. Seller's obligations under this Section 8.4 shall not extend to transactions or occurrences which involve checks, negotiable orders of withdrawal or drafts which were drawn or otherwise dated prior to the Closing Date but not presented to Seller as of the close of business on the Closing Date. The obligations of Seller pursuant to this Section 8.4 shall survive the Closing.

Indemnification by Seller. Seller shallagrees to defend, indemnify, defend, save and hold PurchaserBuyer, any assignee of Purchaser and their respective officersits employees, directors, employeesofficers, agents successors and Affiliates assigns (collectivelyindividually and collectively the "lndemnitees"), "Purchaser Indemnitees") harmless from and against any and all claims, demands, claimssuits, allegationsactions, assertionslegal proceedings, actions or causes of actionliabilities, losses, injuries, penalties, assessments, lossesexpenses, delay damages, deficienciesliquidated damages, liabilitiesattorneys' fees and/or costs whatsoever, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, collectively "Purchaser DamagesClaims/Liabilities") asserted against, imposed upon, resulting to, required incident to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms performance of the Escrow AgreementPurchase Order, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent such Claims/Liabilities are caused by Seller's negligence and/or willful misconduct and result from: (a) liability imposed by law or otherwise upon Buyer or any other lndemnitee for damages because of bodily injury, including death, sustained by any person or persons, or on account of damage to property, arising out of or in consequence of the Articles supplied hereunder; (b) intellectual property infringement or other intellectual property claims, except that Seller shall have no liability under this Article 5 for infringement (i) for any method patent where the Articles are used with other apparatus for carrying out a process resulting in a combination of steps which is deemed to infringe a method patent or patent directed to a combination of steps, (ii) where the Articles are modified by Xxxxx, (iii) where the Articles are used by Buyer in a manner different than the use communicated to and understood by Seller at the time the Articles were sold to Buyer and such use constitutes infringement, or (iv) with respect to claims if infringement where the Articles were designed and manufactured in accordance with the design or specifications furnished or required by Buyer. In the case of claims against Buyer and or the other lndemnitees by any employee of Seller, anyone directly or indirectly employed by the Seller, or anyone from whose acts Seller may be liable, the indemnification obligations under this Purchase Order shall be not reduced in any way by any limitation on the amount due any Purchaser Indemnitee exceeds the balance or types of the funds held damages, compensation or benefits payable by or for Seller under the Escrow Agreementworkers' compensation acts, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerdisability benefits acts or other employee benefits acts.

Indemnification by Seller. Seller shall, indemnify, defend, save shall indemnify and hold Purchaser, any assignee of Purchaser Buyer and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") Audio harmless from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damagesobligations, deficiencies, liabilities, claims, damages, costs and expenses (including reasonable legal feesincluding, interestwithout limitation, penaltiesthe amount of any settlement entered into pursuant hereto, and all reasonable amounts paid legal and other expenses incurred in connection with the investigation, prosecution or defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, matter indemnified pursuant hereto (a "Purchaser DamagesLoss") asserted againstwhich Loss Buyer or Audio may sustain, imposed upon, resulting to, required to be paid by, suffer or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising incur and which arise out of, which could result inare caused by, relate to, or which would not have occurred but forresult or occur from or in connection with (a) liabilities other than the Assumed Liabilities, a breach (b) the noncompliance with any applicable bulk transfer laws of any representation jurisdiction, (c) the breach by Seller of any representation, warranty or warranty covenant made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller it in this Agreement or in any Ancillary Agreement agreement or instrument executed and delivered pursuant hereto, (d) the operation of the Business by Seller prior to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date (regardless of whether any claim is brought prior to or arising out of subsequent to the Closing), (e) any transaction entered intowilful misconduct or negligence by Seller which interferes with the transactions contemplated by this Agreement, or (f) any state of facts existingrefunds, credits or replacement issued after the Closing Date relating to sales made by ABD prior to the Closing Date. Furthermore, except Seller will indemnify and hold Buyer harmless against all liabilities, loss, expense, cost or obligations of any nature, known or unknown, fixed or contingent, matured or unmatured, to any party which Buyer might incur relating to the transaction contemplated hereunder and the transfer of the Business to Buyer regardless of whether said claim is instituted prior to or subsequent to the Closing and regardless of whether the transaction contemplated hereby is consummated. Seller will indemnify Buyer for any Assumed Liability. To willful or negligent act by Seller interfering with the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the intent and/or terms of this Agreement and the Escrow Agreement, be entitled transaction contemplated hereunder. This indemnification obligation shall also apply to withdraw sufficient funds from claims directly by Buyer or Audio against the Escrow Fund pursuant Seller as well as to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerthird party claims.

Indemnification by Seller. Subject to Section 8.5, from and after the Closing, Seller shall, indemnify, defend, shall indemnify and save Buyer and hold Purchaser, any assignee of Purchaser its Affiliates (including Sunmark) and their respective directors, officers, directors, employees, agents and Affiliates representatives (collectivelyeach, a "Purchaser IndemniteesBuyer Claimant") harmless from and defend each of them from and against any and all demands, claims, allegationsactions, assertions, actions or causes of action, assessmentsliabilities, losses, damagescosts, deficiencies, liabilities, costs and damages or expenses whatsoever (including any reasonable legal attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; ) (collectively, "Purchaser DamagesLosses") asserted against, imposed upon, resulting to, required to be paid by, upon or incurred by any Purchaser Indemnitees, directly the Buyer Claimants resulting from or indirectly, in connection with, arising out of, which could result in, of (a) any inaccuracy or which would not have occurred but for, a breach of any representation or warranty made by of Seller in this Agreement, contained herein or in any certificate other document or document furnished at Closing pursuant hereto by Seller or agreement delivered in connection with the transactions contemplated hereby; (b) any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any obligation of Seller in this Agreement contained herein or in any Ancillary Agreement to which Seller is other document or is to become a party, agreement delivered in connection with the transactions contemplated hereby; (c) Seller's ownership of its retained assets and operation of its business from and after the Closing Date; (d) any and all liabilities liability of Seller or the Business arising out of events occurring, products sold or activities of Seller prior to the Closing, except for Included Liabilities, whenever such liabilities may arise; (e) any nature whatsoeverobligation to Worldwide Agent Network, whether due Inc.; (f) any personal injuries, death or property damage arising from products sold by Seller prior to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out any Inventory sold by Seller to Buyer pursuant to the Transition Services Agreement; (g) any Assumed Contract that should have been disclosed on Schedule 4.10 but was omitted or as a result of any transaction entered intobreach or default by Buyer under any Assumed Contract arising from such omission; (h) any of the obligations, liabilities or responsibilities referred to in Sections 6.5(a) and (c) of the Agreement and any other liabilities to Transferred Employees who accept employment with Buyer relating to periods on or prior to Closing or to other employees of Seller or any state ERISA Affiliate of facts existing, Seller relating to periods prior to or after Closing (other than Buyer's reimbursement obligations under Section 8 of the Transition Services Agreement); (i) any Taxes imposed on Buyer arising from Seller's operations prior to the Closing Dateand any income Taxes arising from the transactions contemplated hereby; and (j) any liability or obligation of any nature, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damagesabsolute or contingent, Purchaser shallliquidated or unliquidated, at its option and subject accrued or otherwise, arising out of or related to the terms Business prior to Closing (whether asserted or known before or after Closing) or the assertion against a Buyer Claimant of the Escrow Agreementa claim which, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Sellerif valid, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreementwould constitute such a liability or obligation, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerother than an Included Liability.

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to and hold Purchaser, any assignee of shall indemnify in full Purchaser and their respective its shareholders, officers, directors, employees, agents directors and Affiliates employees (collectively, "the “Purchaser Indemnitees"Indemnified Parties”) and defend and hold them harmless from and against all demandsany loss, claimsliability, allegationsdeficiency, assertionsdamage, actions expense or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses cost (including reasonable legal feesexpenses) that Purchaser Indemnified Parties may suffer, interest, penalties, and all reasonable amounts paid sustain or become subject to as a result of (a) any misrepresentation in investigation, defense any of the representations or settlement breach of any of the foregoing and whether or not any such demands, claims, allegations, etc., warranties of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller contained in this Agreement or in any Ancillary exhibits, schedules, certificates delivered or to be delivered pursuant to the terms of this Agreement, the Transition Services Agreement or in any other agreements executed in connection with this Agreement or otherwise incorporated in this Agreement (collectively, the “Related Documents”), (b) any breach of, or failure to which Seller is perform, any agreement or is to become a party, and any and all liabilities covenant of Seller contained in this Agreement or any of the Related Documents, (c) except for the Assumed Liabilities, any nature whatsoeverclaims, whether due losses, costs or expenses related to become due, whether accrued, absolute, contingent any products of Seller sold on or otherwise, existing on prior to the Closing Date or related to the finished goods Inventory purchased hereunder (as identified as finished goods on Schedule 2.2(a), and referenced by date code and serial number as being manufactured before Closing), (d) any Excluded Liabilities, (e) any claims, losses, costs or related expenses (including the reasonable attorneys’ fees) resulting from or arising from the rights of any creditors of Seller pursuant to any bulk sales laws which may apply as a result of the sale of the Purchased Assets to Purchaser, (f) Seller’s use of the Facility (as defined in the Transition Services Agreement), or (g) except for the Assumed Liabilities, any claim, liability or contingent liability arising out of any transaction entered into, or any state the operations of facts existing, the Seller prior to the Closing DateDate disclosed on any schedule hereto, except for including, but not limited to, any Assumed Liabilityamounts owed with respect to litigation, employment disputes or severance obligations (collectively, “Purchaser Losses”). To In the extent event any Purchaser Indemnitee is entitled Indemnified Party incurs any Purchaser Losses, Purchaser, in addition to collect Purchaser Damages, Purchaser shall, at its option all other rights and subject remedies available to the terms of the Escrow it under this Agreement, be entitled shall have the right to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent set off the amount due of such Purchaser Losses against any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from amounts owed Seller.

Indemnification by Seller. Seller shallagrees to exonerate, indemnify, defend, save and hold Purchaserharmless Buyer and its, affiliates, successors, and assigns from, against and in respect of any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessmentsliabilities, losses, costs, damages, deficienciescharges or expenses (all such liabilities, liabilitieslosses, costs, damages, charges and expenses, including any assessments, judgments, recoveries, interest, penalties, costs and expenses (including reasonable legal attorneys" fees) related thereto, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of being hereinafter referred to as the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed based upon, resulting tofrom or arising as a result of (i) the failure of Seller to transfer to Buyer good, required marketable, and undivided title to be paid bythe Purchased Assets free and clear of all Claims; (ii) non-compliance with any so-called bulk sales law of any state applicable to the transactions contemplated hereby; (iii) any and all material liabilities of Seller of any nature, whether absolute, contingent or incurred otherwise, not specifically assumed by the Buyer pursuant to Section 1.2 hereof, including liabilities for federal, state, county, local, foreign and applicable taxes of every kind and description; (iv) any Purchaser Indemniteesmaterial liabilities arising under Environmental Laws or with respect to any Environmental Claim (other than such liabilities relating to the premises subject to the Principal Facility Lease resulting from events occurring during Buyer's occupancy of said premises); (v) any material misrepresentation, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any on the part of Seller contained in this Agreement or in any Ancillary Agreement of the instruments, documents or agreements delivered pursuant hereto; and (vi) any material actions, claims, suits, proceedings and demands relating to which any of the foregoing; provided that (A) Seller is or is shall have no liability under this Section 11.2 until Buyer's aggregate Damages exceed $15,000, (B) Seller's aggregate liability under this Section 11.2 shall not exceed $600,000, (C) the first $300,000 of such liability shall be payable solely by offset of the $300,000 portion of the Base Purchase Price or, if not payable because the condition set forth in Section 9.12 has not been fulfilled, by Xxxxxx pursuant to become a partythe guaranty provided for in Section 9.8, and any (D) the remaining $300,000 of such liability shall be payable solely by offset of the first $300,000 of the Additional Purchase Price that shall be otherwise payable; and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on provided further that the Closing Date or arising resulting Damages do not arise out of any transaction entered intomaterial breach of Buyer's representations, warranties, covenants or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow agreements set forth in this Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

Indemnification by Seller. Subject to the conditions and provisions of Section 15.05, Seller shalland Parent, jointly and severally, agree to indemnify, defend, save defend and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless the Buyer Indemnitees from and against any and all demands, claims, allegations, assertionscomplaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal feesexpenses, including, but not limited to, interest, penaltiespenalties and reasonable attorneys' fees and disbursements, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, upon or incurred by any Purchaser the Buyer Indemnitees, directly or indirectly, in connection withby reason of or resulting from (a) any liability or obligation of or claim against a Buyer Indemnitee (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) not expressly assumed by Newco pursuant to Section 2, arising out of, which could result inrelating to or resulting from the businesses and operations of Seller, or which would not have occurred but forrelating to or resulting from the Assets, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on during the Closing Date or arising out of any transaction entered into, or any state of facts existing, period prior to the Closing Date; (b) any misrepresentation or breach of the representations and warranties of Seller or Parent contained in or made pursuant to this Agreement; (c) any noncompliance by Seller or Parent with any covenants, except for agreements or undertakings of Seller or Parent contained in or made pursuant to this Agreement, or (d) without limiting any Assumed Liabilityof the foregoing, each of the matters described or which were required to have been described on Schedule 3.03. To Without limiting any of the extent foregoing, such indemnification with respect to a breach of the environmental representations and warranties set forth in Section 3.14(c) shall include, without limitation, any Purchaser Indemnitee is entitled indemnification against claims, expenses, losses or liabilities resulting from the alleged exposure of any Person to collect Purchaser DamagesHazardous Materials, Purchaser shallregardless of whether such exposure resulted from activities of Seller or its Affiliates, or of the predecessors in interest of thereof, or resulting from any on-site or off-site response, removal, closure or remedial actions arising out of or relating to environmental matters, including without limitation any on-site or off-site response, removal, closure or remedial actions that Seller or its Affiliates commenced prior to Closing on the Property (which Seller shall complete at its option and subject to own expense). In the terms event of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund any indemnification of Buyer pursuant to the Escrow Agreement this Section 15.02, Buyer shall be entitled, in lieu of payment directly from Selleraddition to its rights and remedies at law or in equity, and to the extent deduct the amount of such indemnification from any payment due any Purchaser Indemnitee exceeds or otherwise made or to be made to Seller in connection with this Agreement or the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellertransactions contemplated hereby.

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to indemnify and hold Purchaserharmless Buyer, any assignee of Purchaser its Affiliates and their respective the officers, directors, employees, employees and agents of Buyer and its Affiliates (collectivelythe "Buyer Indemnified Parties"), "Purchaser Indemnitees") harmless from and against all demandsany liability, claimsloss, allegationscost, assertionsexpense or damages (including, actions or causes of actionwithout limitation, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal attorneys' fees, interestpunitive damages and any interest thereon), penaltieswhich results from or is caused by (i) the Breach of any of Seller's representations or warranties contained in this Agreement, and all reasonable amounts paid (ii) the Breach by Seller of any of its covenants or agreements contained in investigationthis Agreement, (iii) Seller's acts or omissions or failure to satisfy any of its obligations or liabilities to third parties in respect of the Purchased Assets incurred up to the Cut-Off Time; (iv) any other claim, demand, allegation, offset, defense or settlement counterclaim of any Account Debtor against any Buyer Indemnified Party relating to the Purchased Assets to the extent the basis of such claim, demand, allegation, offset, defense or counterclaim arose prior to the Cut-Off Time; and (v) Buyer's use of or training on the Account Processing System through the Closing Date; provided, that in no event shall Seller be obligated under this Article 7 to indemnify the Buyer Indemnified Parties against any liability, loss, cost, expense or damages, which shall result solely from the willful or negligent acts or omissions of the foregoing Buyer Indemnified Parties, but provided nevertheless that if Buyer and whether or not any such demands, claims, allegations, etc., of Seller are jointly sued by a third parties party and Buyer and Seller are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required held to be paid byliable as joint tortfeasors by a court of competent jurisdiction, then the allocation of loss between Buyer and Seller under any of clauses (i) through (iv) above shall be as determined by such court. Notwithstanding the foregoing, Seller shall have no obligation or incurred liability to any Buyer Indemnified Party under this Section 7.1 or the events or circumstances referred to in this Section 7.1: (A) with respect to liability, loss, cost, expense or damages resulting from any claim arising or asserted by any Purchaser IndemniteesBuyer Indemnified Party or any other Person, directly more than two (2) years after the earlier of the Closing Date or indirectlyany Termination Event (provided, in connection withthat the foregoing two (2) year limitation shall not apply to any liability, loss, cost, expense or damages of any Buyer Indemnified Party arising out offrom (x) the failure of Seller to satisfy any obligation to pay any Tax pertaining to the Purchased Assets, which could result inincluding Seller's obligations as provided for under Section 6.3, or which would not have occurred but for, a breach (y) the Breach of any representation or warranty made by Seller in this AgreementSection 4.2(b), in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of (z) any covenant or agreement made that by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered intoits terms extends beyond such two (2) year period), or any state (B) until the aggregated amount of facts existingall liabilities, prior to losses, costs, expenses or damages suffered or incurred by the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, Buyer Indemnified Parties that would otherwise be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held covered under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.this Section

Indemnification by Seller. Seller shall, indemnify, defend, save agrees to indemnify and hold Purchaser, any assignee each of Purchaser and its Affiliates and any and all of their respective officerspartners, directors, managers, members, officers, employees, agents and Affiliates Controlling persons (collectivelyeach, "a “Purchaser Indemnitees"Indemnified Party”) harmless from and against against, and will pay to each Purchaser Indemnified Party the amount of, any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses Losses (including reasonable legal attorneys’ fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, awarded against or incurred or suffered by any such Purchaser Indemnitees, directly or indirectly, in connection withIndemnified Party, arising out of, which could result or involving any Third Party claim, demand, action or proceeding to the extent arising out of (a) any breach of any representation, warranty or certification made by Seller in, or which would not have occurred but forpursuant to, a any of the Transaction Documents (including certificates or other written documentation delivered thereunder), (b) any breach of any representation or warranty made default by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment respect of any covenant or agreement made by any Seller in this Agreement any Transaction Document or in under the License Agreements, or (c) any Ancillary Agreement Excluded Liabilities and Obligations; provided, however, that the foregoing shall exclude any indemnification to which any Purchaser Indemnified Party (i) that results from the gross negligence or willful misconduct of a Purchaser Indemnified Party or (ii) to the extent resulting from acts or omissions of Seller or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except otherwise liable for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject such Losses pursuant to the terms of this Agreement). Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by Seller to such Purchaser Indemnified Party upon demand. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by Seller to such Purchaser Indemnified Party upon demand. Other than with respect to [*], in no event shall the Escrow Agreement, maximum aggregate amount of Losses that may be entitled to withdraw sufficient funds from recovered by the Escrow Fund Purchaser Indemnified Parties under this Agreement pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller[*].

Indemnification by Seller. As an inducement to Buyer to enter into this Agreement and the Additional Agreements, and acknowledging that Buyer is relying on the indemnification provided in this Article 9 in entering into this Agreement and the Additional Agreements, Seller shall, and each of the Members and each of the Managers jointly and severally agree to indemnify, defend, save defend and hold Purchaserharmless Buyer and its Affiliates, any assignee of Purchaser parent corporation and subsidiaries, and their respective employees, officers, directors, employeesrepresentatives, agents agents, counsel, successors and Affiliates assigns (collectively, "Purchaser Indemnitees") harmless “Buyer Affiliates”), from and against all demands, any claims, allegations, assertions, actions or causes of action, assessments, losses, damagesliability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, liabilitiesdamages, costs and or expenses (including reasonable legal feesof whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including, without limitation, interest, penalties, attorneys’ fees, costs of investigation and all reasonable amounts paid in investigation, defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing and whether or not the amount of any such demandsrecovery against a third party in respect of the same matter (collectively “Claims and Losses”), claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, suffered or incurred by any Purchaser Indemnitees, directly Buyer or indirectly, Buyer Affiliates as a result of or in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and with the following: (i) any and all debts, liabilities and obligations of Seller of any nature whatsoeveror related to the Purchased Assets (other than the Assumed Liabilities), whether due known or to become dueunknown, whether accrued, absolute, contingent or otherwise, existing arising out of or relating to the business and operations of Seller or related to the Purchased Assets prior to or on the Closing Date or arising which arise after the Closing Date but which are based upon or arise out of any transaction entered intoact, or any transaction, circumstance, state of facts existing, prior to or other condition which occurred or existed on or before the Closing Date, except for whether or not then known, accrued, due or payable; (ii) a breach of any Assumed Liability. To obligation, representation, warranty, covenant or agreement of Seller or any Member or any Manager in this Agreement or any Additional Agreement (including without limitation, a breach of Section 6.6 (b) or Section 6.7 of this Agreement), or because any representation or warranty by Seller or any Member or any Manager contained in this Agreement or any Additional Agreement, in any document furnished or required to be furnished pursuant to this Agreement by Seller to Buyer or any of its representatives, or any documents furnished to Buyer in connection with the extent Closing hereunder, shall be false; (iii) any Purchaser Indemnitee is entitled litigation arising out of or based upon events or operative facts occurring prior to collect Purchaser Damagesor on the Closing Date, Purchaser shallin connection with Seller or the Purchased Assets, at its option whether or not disclosed on the Schedules to this Agreement, including claims, without limitation, made by employees or former employees of Seller; (iv) any and subject all claims, including legal, administrative or creditor claims or actions, in connection with Seller or the Purchased Assets or the transfer of Purchased Assets hereunder, if any fact material to any such claim or cause of action pleaded or stated there occurred prior to or on the terms Closing Date; (v) any inaccuracies in the Net Working Capital Certificate; and (vi) costs and expenses (including reasonable attorneys’ fees) incurred by Buyer in connection with any demand, action, suit, proceeding, demand, assessment or judgment incident to any of the Escrow Agreementforegoing (collectively, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller“Buyer’s Damages”).

Indemnification by Seller. Seller shall, agrees to indemnify, defenddefend and save Xxxxx, save and hold Purchaser, any assignee of Purchaser and their respective officersits officer, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless employees from and against any and all demandsdamages, claimsliabilities, allegationsactions, assertions, actions or causes of action, assessmentssuits, claims, demands, losses, damages, deficiencies, liabilities, costs and expenses (including without limitation reasonable legal attorney's fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, ) ("Purchaser DamagesIndemnified Items") asserted againstfor (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, imposed uponits employees, resulting to, required to be paid by, agents or incurred by any Purchaser Indemnitees, directly representatives or indirectly, contractors in connection with, arising out of, which could result in, or which would not have occurred but for, a breach with the performance of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished services at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in Buyer's premises under this Agreement and (ii) claims that a Product infringes any valid Canada or in any Ancillary Agreement U.S. patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled such Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Xxxxxx's indemnification obligations hereunder. Seller shall have the right to collect Purchaser Damagesassume exclusive control of the defense of such claim or, Purchaser shallat the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its option discretion and subject at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the terms of Product; (b) replaces or modifies the Escrow AgreementProduct so that it becomes non-infringing, be entitled to withdraw sufficient funds from provided the Escrow Fund pursuant to modification or replacement does not adversely the Escrow Agreement in lieu of payment directly from Selleramortized amounts paid by Buyer with respect thereto, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerbased on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

Indemnification by Seller. (a) Seller shall, hereby agrees that from and after the Closing it shall indemnify, defend, save defend and hold Purchaserharmless Buyer, any assignee of Purchaser its Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, agents members, attorneys, accountants, agents, representatives and Affiliates employees (collectivelyother than the Transferred Employees) and their heirs, "Purchaser Indemnitees"successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties”; collectively with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from from, against and against all demandsin respect of, and reimburse the Buyer Indemnified Parties for, any damages, losses, charges, Liabilities, claims, allegationsdemands, assertionsactions, actions or causes of actionsuits, proceedings, payments, judgments, settlements, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal feesattorneys’ fees and reasonable out-of-pocket disbursements) (collectively, interest“Losses”) that are, penaltiesor may be, and all reasonable amounts paid in investigationimposed on, defense sustained, incurred or settlement of suffered by, or asserted against, any of the foregoing and Buyer Indemnified Parties, whether or not any such demands, in respect of third party claims, allegations, etc., of third claims between the parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byhereto, or incurred by any Purchaser Indemniteesotherwise, directly or indirectlyindirectly relating to, arising out of, in connection with, arising out ofby virtue of or resulting from, which could result in, or which would not have occurred but for, a (i) any breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller its Affiliates contained in this Agreement or in any Ancillary Agreement to which Seller is certificate delivered with respect thereto for the period such representation or is to become a partywarranty survives, and (ii) any and all liabilities of Seller breach of any nature whatsoevercovenant or other agreement made by Seller or any of its Affiliates contained in this Agreement, whether due (iii) any Excluded Liability, (iv) any Liability of Buyer arising by operation of law under any bulk transfer law or to become dueany common law doctrine of de facto merger or successor liability which is related to, whether accruedthe result of or arises out of the transactions contemplated hereby and which is not an Assumed Liability, absolute, contingent or otherwise, existing on the Closing Date or (v) any Liability arising out of any transaction entered intoactions Seller takes or fails to take in relation to WARN, or (vi) any state of facts existingLosses relating to the contamination at, prior to around and under Building 214 and existing at the Closing Date. For indemnification purposes, except for any Assumed Liability. To qualifications or references to “Material Adverse Effect”, “Knowledge”, “material” or any other materiality or similar qualifications or references contained in the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option representations and subject to the terms warranties of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser Seller shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerdisregarded.

Indemnification by Seller. (a) Seller shall, indemnify, shall defend, save indemnify and hold Purchaser, any assignee of Purchaser Buyer and their respective officers, directors, employees, agents and its Affiliates (collectively, "Purchaser Indemnitees"including the Company after the Closing) harmless from and against and in respect of any and all actual losses, liabilities, damages, demands, claims, allegationssuits, assertionsproceedings, actions or causes of actionjudgments, settlements, assessments, lossescosts and expenses, damagesincluding reasonable attorneys' fees, deficienciesincurred directly by Buyer or its Affiliates (hereinafter "Buyer Losses") which arise out of (i) any breach of any ------------ of the representations and warranties contained in Section 2 hereof or the certificate delivered pursuant to Section 5.3(a), liabilitiesor (ii) any breach by Seller of any of its covenants in this Agreement but not of any Ancillary Agreement which shall be governed by the terms thereof. Buyer shall give Seller prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and Seller shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Buyer within thirty (30) days of receipt of Buyer's written notice; provided, however, that Seller's counsel shall be reasonably -------- ------- satisfactory to Buyer. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in any such defense assumed by Seller, it may do so at its sole cost and expense. If Seller declines or fails to assume any such defense, it shall be liable for all reasonable costs and expenses (of defending such claim incurred by Buyer, including reasonable legal feesfees and disbursements of counsel. Neither party shall, interestwithout the prior written consent of the other party, penaltieswhich shall not be unreasonably withheld, and all reasonable amounts paid settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in investigationthe imposition of a consent order, defense injunction or decree which would restrict the future activity or conduct of the other party or any subsidiary or Affiliate thereof or if such settlement or compromise involves a finding or admission of any violation of law, or if such settlement or compromise does not include an unconditional release of the foregoing and whether or not other party for any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or liability arising out of any transaction entered into, such claim or demand or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Sellerrelated claim or demand.

Indemnification by Seller. Seller shallFrom and after the Closing Date, ------------------------- SELLER shall indemnify, defendhold harmless, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless defend BUYER from and against all demandsagainst: (a) any claim, claimsloss, allegationsdamage, assertionscosts, actions or causes of actionexpenses, assessments, losses, damages, deficiencies, liabilities, costs including reasonable attorneys' fees and expenses (including reasonable legal feesof litigation, interest, penalties, and all reasonable amounts paid in investigation, defense which BUYER may incur or settlement of any suffer by reason of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach inaccuracy of any representation or warranty made by Seller in this Agreement, in any certificate SELLER or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a the breach or nonfulfillment of any covenant of the agreements or agreement made by any Seller in this Agreement covenants of SELLER contained herein or in accordance with the provisions hereof; and (b) any Ancillary Agreement loss, damage, cost or expense (including reasonable attorneys' fees and expenses of litigation), which is incurred or suffered by BUYER and which is based upon or pertains to which Seller is the operation of the Offices, the Deposit Liabilities, the safe deposit business conducted at the Offices or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, Assets prior to the Closing Date, except for Date (excluding any Assumed Liability. To the extent liability or obligation of any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject nature pertaining to the terms transaction contemplated hereby). The obligations of SELLER under this SECTION 8.3 shall be contingent upon ----------- BUYER giving SELLER written notice (i) of receipt by BUYER of any process and/or pleadings in or relating to any actions, suits or proceedings of the Escrow Agreementkinds described in this SECTION 8.3, be entitled to withdraw sufficient funds from including copies thereof, and (ii) of the Escrow Fund pursuant ---------- assertion of any claim or demand relating to the Escrow Agreement in lieu operation of payment directly from Sellerthe Offices and/or the Deposit Liabilities or Overdraft Loans prior to the Closing, and including, to the extent known to BUYER, the amount due any Purchaser Indemnitee exceeds the balance identity of the funds held under person(s) or entity(ies) asserting such claim or making such demand and the Escrow Agreementnature thereof, Purchaser and including copies of any correspondence or other writings relating thereto. All notices required by this Section shall be entitled given within fifteen (15) days of the receipt by BUYER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. The failure to collect give timely notice hereunder shall not relieve SELLER of its obligations pursuant to this SECTION 8.3 unless SELLER is harmed by such balance owned failure to Purchaser Indemnitee directly from Sellergive timely notice. ----------- SELLER shall have the right to take over BUYER's defense in any such actions, suits or proceedings through counsel selected by SELLER, to compromise and/or settle the same and to prosecute any available appeals or reviews of any adverse judgment or ruling that may be entered therein; provided, however, that in effecting the settlement of any such demand, claim or lawsuit, SELLER shall act in good faith, shall consult with BUYER and shall enter into only such settlement as BUYER shall consent to, such consent not to be unreasonably withheld or delayed; provided further, that BUYER shall not be required to consent to any settlement that obligates it to make any monetary or other financial payments or which would have a material adverse effect on either of the Offices. The covenants and obligations of SELLER hereunder shall survive the Closing.

Indemnification by Seller. From and after the Initial Closing Date to the Indemnification Termination Dates, defined in Section 20.3, hereof, applicable to Seller’s SRP Withdrawal Indemnity and the Sunkist License Termination Indemnity and the Seller shallGeneral Indemnity, indemnifydefined below, defend, save Seller shall indemnify and hold Purchaser, any assignee of Purchaser harmless Buyer and their respective officersits affiliates, directors, employeesofficers and employees from and against any and all losses, agents liabilities, expenses (including actual attorneys' fees and Affiliates disbursements and expenses of investigation and defense), liens and other obligations (hereinafter individually, a "Loss" and collectively, "Purchaser IndemniteesLosses") harmless from and against all demands, claims, allegations, assertions, actions that Buyer or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demandsits affiliates, claimsdirectors, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid byofficers, or incurred by employees may suffer or incur which directly arise out of or directly result from (i) any Purchaser Indemniteesclaim asserted for any liability with respect to the Sunkist Retirement Plan (“SRP Withdrawal Indemnity”), directly or indirectly, in connection with, (ii) any claim asserted for (1) any liability arising out ofof Seller's termination of the Sunkist License Agreement pursuant to the terms of this Agreement (“Sunkist License Termination Indemnity”), which could result in, (2) any inaccuracy in or which would not have occurred but for, a breach of any representation or warranty made by of Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller contained in this Agreement or in any Ancillary Agreement to which Seller is other Transaction Document, (3) any breach of any covenant or is to become a party, and any and all liabilities agreement of Seller in this Agreement or any other Transaction Document, or (4) any claim arising directly out of Seller's Business operations or actions prior to the Final Closing Date, including employee claims and claims by any nature whatsoevergrower for whom Seller packed citrus fruit prior to the Final Closing (jointly the “Seller General Indemnity”); provided, whether due or however, that (a) the cumulative indemnification obligation of Seller for such Losses under Section 20.1(ii)(2) through (5), hereof shall in no event exceed an aggregate amount equal to become due$3,000,000 (the “Cap”); provided, whether accruedfurther, absolutehowever, contingent or otherwise, existing on the Closing Date or (b) indemnification payments arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option in connection with fraud or intentional misrepresentation or under Section 20.1(i) and (ii)(1) shall not be subject to the terms Cap, and (c) Seller will have no liability for indemnification unless and until the aggregate Losses for which, but for this limitation, Seller would be required to indemnify pursuant to Section 20.1 hereof exceed $50,000 (the “Basket”), in which event Seller shall be required to indemnify for all Losses and not only those in excess of the Escrow AgreementBasket; provided, however, indemnification payments arising out of or in connection with actual fraud or intentional misrepresentation or the breach of Section 20.1(i) or 20.1 (ii) (1) shall not be entitled to withdraw sufficient funds from the Escrow Fund pursuant subject to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerBasket.

Indemnification by Seller. Seller shall, covenants and agrees to indemnify, defend, save protect and hold Purchaserharmless Buyer and the Company, any assignee of Purchaser and their respective officers, directors, employees, agents stockholders, agents, representatives and Affiliates (collectively, "Purchaser Indemnitees"the “Buyer Indemnified Parties”) harmless at all times from and after the date of this Agreement from and against all demandslosses, liabilities, damages, claims, allegationsactions, assertionssuits, actions or causes of actionproceedings, demands, assessments, losses, damages, deficiencies, liabilitiesadjustments, costs and expenses (including specifically, but without limitation, reasonable legal feesattorneys’ fees and expenses of investigation), interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not involving a third party claim and regardless of any such demands, claims, allegations, etc., negligence of third parties are meritorious; any Seller Indemnified Party (collectively, "Purchaser Damages") asserted against“Losses”), imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly Buyer Indemnified Party as a result of or indirectly, arising from (i) any breach of the representations and warranties of such Seller set forth herein or in certificates delivered in connection withherewith, arising out of, which could result in, or which would not have occurred but for, a breach of (ii) any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by (including any other agreement of Seller to indemnify set forth in this Agreement Agreement) on the part of such Seller under this Agreement, (iii) any Assigned Asset or in Assigned Liability or any Ancillary Agreement to which Seller is other debt, liability or is to become a partyobligation of the Company, (iv) the conduct and any and all liabilities operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of any nature whatsoeverthe Company, or (v) claims asserted, whether due before or to become dueafter Closing, whether accrued, absolute, contingent (A) against the Company or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior (B) pertaining to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option Assigned Assets and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from SellerAssigned Liabilities.