Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to 11.02-1 Notwithstanding any investigation by GDSC, from and after the other terms and conditions of this ARTICLE VIIClosing, Seller shall indemnify and indemnify, hold harmless and, to the extent provided in Section 11.04-1, defend each of Buyer and GDSC, its affiliates and their respective stockholderssubsidiaries, shareholders, affiliates, officers, directors, officers employees, agents, successors and employees assigns (collectively, the “Buyer Indemnitees”"GDSC's Indemnified Persons") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them forGDSC's Indemnified Persons with respect to, any and all Losses losses, damages, liabilities, costs and expenses, including interest from the date of such loss to the time of payment, penalties and reasonable attorneys' fees (collectively, "Damages") incurred by any of GDSC's Indemnified Persons by reason of or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to of or by reason ofin connection with: (a) any breach or inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was of Seller made in this Agreement or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)any Related Document; (b) any breach or non-fulfillment of failure by Seller to perform any covenant, agreement or obligation covenant required to be performed by Seller them pursuant to this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementRelated Document; or (c) any third-party claim based upon, resulting from liability or obligation of Seller arising out of or in connection with the businessownership, operationsuse, propertiescondition, assets maintenance or obligations operation of Seller the Dental Practice or any of its affiliates (other than the Purchased Assets) conducted, existing or arising Assets on or prior to the Closing DateClosing, in either case not expressly assumed by GDSC in accordance with the terms of this Agreement, and specifically including any liability to pay cash to a terminated employee on account of accrued vacation time. 11.02-2 Any liability of Seller under this Section 11.02 or otherwise for the breach or inaccuracy of any representation, warranty, covenant or agreement made in this Agreement may, at the election of Seller, be satisfied by delivery of shares of GDSC Common Stock (valued at the fair market value of such shares at the time the liability of Seller is determined) to the GDSC Indemnified Person.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall hold harmless and indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Purchaser Indemnitees from and against, and shall pay compensate and reimburse each of them the Purchaser Indemnitees for, any Damages which are suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred or sustained bywhich arise from, or imposed upon, the Buyer Indemnitees based upon, arising out as a result of, with respect to or by reason ofare connected with: (a) any inaccuracy Breach of any representation or warranty made by Seller in this Agreement or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Transactional Agreements; (b) any breach or non-fulfillment Breach of any covenant, agreement covenant or obligation to be performed by of Seller pursuant to in this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orthe Transactional Agreements; (c) any third-party claim based upon, resulting Liability that arises from or arising out relates to any Seller Transaction Costs; or (d) any Liability to which any of the businessPurchaser Indemnitees may become subject and that arises from or relates to (i) any of the Purchased Assets prior to Closing or (ii) Excluded Assets or (iii) any Liability of the Seller not specifically assumed by Purchaser pursuant to this Agreement or (iv) the operation of the Club through and including Closing; (e) any Liability to which any of the Purchaser Indemnitees may become subject and that arises from or relates to any claim, operations, properties, assets demand or obligations other action taken or made by any limited partner of Seller as a result of or in connection with how any element(s) of the purchase prices under this Agreement and the Real Property Purchase Agreement have been allocated as between the two agreements and the assets being sold under each thereof. (f) any Liability to which any of the Purchaser Indemnitees may become subject and that arises from or relates to any claim, demand or other action taken or made by Willxxx X. Xxxxxxx, X.D. dba The Medical Wellness Center under its affiliates (other than the Purchased Assets) conducted, existing sublease or arising on or prior otherwise to the Closing Dateeffect that such Subtenant is owed any monies for or on account of its tenant improvements; (g) any Proceeding commenced relating to any Breach, Liability or matter of the type referred to in clauses (a), (b), (c), (d), (e) or (f) of this Section 5.3.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VI, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, (but excluding punitive, special or and consequential damages, lost profits or diminution in value) (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any third-party claim Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject to the other terms and conditions provisions of this ARTICLE VIISection 9.4 below, Seller shall indemnify agrees unconditionally to indemnify, defend and defend each of hold Buyer and its affiliates and their respective stockholdersharmless, directorson demand, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, against the Buyer Indemnitees based upon, arising out of, with respect to or by reason offollowing: (a) Any and all Losses of every kind, nature or description which arise out of or result from or as a consequence of (i) any inaccuracy in false, incorrect or misleading representation or warranty or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered thereof made by or on behalf of Seller pursuant in this Agreement (including the Exhibits and Schedules hereto) or in any of the Acquisition Agreements; or (ii) any failure by Seller to perform, comply with or observe any one or more of their covenants, agreements or obligations contained in this Agreement or in any other agreement, instrument or document delivered to Buyer in connection with this Agreement or any of the transactions contemplated by this Agreement; and (b) Any and all Losses which may at any time or from time to time arise out of or result from or as a consequence of (i) the provision, as delivery or sale by Seller at any time prior to the Closing Date of any services; (ii) the production, provision or sale by Seller at any time prior to the Closing Date of any property, products, materials or supplies of any kind; (iii) any Excluded Liability; (iv) any failure by Seller to comply with the provisions of this Agreement; and (v) relating to, or the failure by Seller to discharge, any obligations of Seller which were incurred by Seller on account of the date such representation or warranty was made or as if such representation or warranty was made on and as of period prior to the Closing Date (except for representations and warranties that expressly relate to a specified datethe Assumed Liabilities), including without limitation the inaccuracy in or breach of which will be determined with reference to such specified date); following: (bA) any breach audit or non-fulfillment investigation or civil, administrative or criminal proceedings arising as a result of the Dialysis Business prior to the Closing Date whether or not Seller or its Affiliates had knowledge thereof as of the Closing Date, (B) any assessments, adjustments or offsets made against Buyer as a result of such an audit or investigation or in connection with the recovery by any governmental authority or administrative agency or any third party payor of any covenant, agreement or obligation overpayments made to be Seller for services performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Date, or (C) Seller’s failure to obtain any Third Party Consent referred to herein which is not actually waived in writing by Buyer or UCC-3 release for any UCC-1 on file against Seller prior to Closing. Without limiting the generality of the foregoing provisions of this Section 9.2 with respect to the measurement of damages, Buyer shall have the right to be put in the same financial position as it would have been in had the representations and warranties of Seller been true and correct, had each of the covenants of Seller been performed in full, and had Seller paid, discharged and performed all of its liabilities and obligations.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, from and after the applicable Closing (i.e., with respect to matters involving Smooth Bourbon, from and after the First Closing, and with respect to matters involving Nugget Sparks, from and after the Second Closing), Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including, after the Closing, each Company) and its and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees” and individually a “Buyer Indemnitee”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or incurred, sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with respect to or by reason ofthe following: (a) any inaccuracy in or breach of any of the representations or warranties (other than the Fundamental Representations) of Seller contained in this Agreement as of the date hereof or as of the First Closing, as to Smooth Bourbon, or the Second Closing, as to Nugget Sparks (in each case as if made as at and as of such date) or any inaccuracy in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (b) any breach of any of the Fundamental Representations of Seller contained in this Agreement as of the date hereof or as of the First Closing, as to Smooth Bourbon, or the Ancillary Documents Second Closing, as to Nugget Sparks (in each case as if made as at and as of such date) or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bc) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, ; (d) except to the Ancillary Documents or any certificate or instrument delivered by or on behalf extent specifically included as a current Liability in the Closing Working Capital as finally determined pursuant to Section 2.04: (i) all Taxes of either Company for all Pre-Closing Tax Periods; (ii) all Taxes of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of and its affiliates Affiliates (other than the Purchased AssetsCompany Entities) conductedfor any taxable period; (iii) all Taxes of any member of an affiliated, existing consolidated, combined or arising unitary group of which either Company (or any predecessor of either Company) is or was a member (other than Taxes of the Company Entities) on or prior to the First Closing Date, as to Smooth Bourbon, or the Second Closing Date, as to Nugget Sparks, by reason of a Liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of non- U.S., state or local Law; (iv) any and all Taxes of any Person imposed on either Company arising under the principles of transferee or successor Liability or by contract, relating to an event or transaction occurring before the First Closing, as to Smooth Bourbon, or the Second Closing, as to Nugget Sparks,; (v) all Transfer Taxes for which Seller is responsible under Section 6.01(b); and (vi) any withholding, payroll, social security, unemployment or similar Taxes attributable to any payments that are contingent upon or payable as a result of the transactions contemplated by this Agreement; (e) any Indebtedness or Company Transaction Expenses to the extent not paid in the First Closing or included in the calculation of Final Second Closing Cash Consideration, as finally determined in accordance with Section 2.04; or (f) any Excluded Liabilities.

Indemnification by Seller. Subject to the other terms From and conditions of this ARTICLE VIIafter Closing, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any thirdasset, right, or property of Seller or any Seller Affiliate that is not a Purchased Asset; (d) any Excluded Liability; (e) any Third-party claim Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) Business conducted, existing or arising on or prior to the Closing DateClosing; or (f) the Designated Litigation.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIISection 9.07, Seller shall agrees to indemnify and defend hold harmless each of Buyer and its affiliates (including the Company and their respective stockholdersits subsidiaries) and the officers, directors, officers employees, agents and employees representatives of Buyer and its affiliates (collectivelyeach, the a “Buyer IndemniteesIndemnitee”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses (other than Losses relating to taxes, for which indemnification provisions are set forth in Section 9.02(b)) asserted against, imposed upon or incurred or sustained by, or imposed upon, the by such Buyer Indemnitees based upon, arising Indemnitee that arise out of, with respect are related to or by reason ofin connection with: (ai) any inaccuracy in or breach of (A) any Company Fundamental Representation or Seller Fundamental Representation or (B) any representation or warranty of the representations Company or warranties of Seller contained in this Agreement, other than any Company Fundamental Representation or Seller Fundamental Representation (it being agreed that, in the Ancillary Documents case of clauses (A) and (B), solely for purposes of determining the existence of any such inaccuracy or breach or the amount of any Loss with respect thereto, all such representations and warranties that are qualified as to “materiality” shall be deemed to be not so qualified); (ii) any failure by the Company or Seller to perform or comply with any covenant or agreement of the Company or Seller in this Agreement; (iii) any Proceedings, demands, assessments, Judgments, damages, awards, costs and expenses in connection with the transactions contemplated by this Agreement or any subsequent corporate reorganization or business combination of the Company or any of its subsidiaries brought by any current or former holder of securities of Seller or former holder of Membership Interests, option holder or former option holder or holder of other securities or any former holder of other securities of the Company or any of its subsidiaries (whether or not a party to this Agreement); (iv) any Closing Debt or Unpaid Expenses not reflected in the calculations delivered pursuant to Section 2.01(b); and (v) any and all Proceedings, demands, assessments, Judgments, damages, awards, costs and expenses (including reasonable third-party fees and expenses) incident to any of the foregoing or incurred in connection with the enforcement of the rights of any Buyer Indemnitee with respect to the foregoing clauses (i) through (iv). (b) Seller agrees to indemnify and hold harmless each Buyer Indemnitee from and against any and all Losses asserted against, imposed upon or incurred by such Buyer Indemnitee that arise out of, are related to or in connection with: (A) all Liability for taxes of the Company or any certificate of its subsidiaries for any Pre-Closing Tax Period; (B) taxes (as a result of any applicable tax Law) of any person other than the Company and its subsidiaries for which the Company or instrument delivered any of its subsidiaries becomes liable (x) as a result of being or having been, at any time before the Closing, part of any consolidated, combined, affiliated aggregate, unitary or similar group, (y) as a transferee or successor for tax purposes before the Closing or (z) as a result of a Contract entered into before the Closing; (C) any inaccuracy or breach of any representation or warranty set forth in Section 3.12 (it being agreed that for solely purposes of determining the existence of any such inaccuracy or breach or the amount of any Loss with respect thereto, such representations and warranties that are qualified as to “materiality” shall be deemed to be not so qualified); (D) the failure by the Company or Seller to perform or comply with any covenant or agreement of the Company or any of its subsidiaries or Seller in this Agreement relating to taxes; and (E) all Liability for taxes allocated to Seller under Section 6.04. (i) In the case of a portion of any Straddle Period included in any Pre-Closing Tax Period: (A) taxes imposed on behalf a periodic basis (such as real, personal and intangible property taxes) for any Pre-Closing Tax Period shall be equal to the amount of Seller such taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; (B) taxes (other than taxes described in clause (A)) for any Pre-Closing Tax Period shall be computed (1) as if such taxable period ended as of the close of business on the Closing Date and (2) in the case of any such taxes attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable applicable Law), as if the taxable period of that entity ended as of the close of business on the Closing Date. (c) The parties acknowledge and agree that the rights of any Buyer Indemnitee to indemnification pursuant to this Section 9.02 with respect to a representation, warranty, covenant or agreement of the Company or Seller are an essential part of the economic terms of, and the allocation of risks contained in, this Agreement, as and that any Buyer Indemnitee’s rights to indemnification therefor shall in no way be limited, eliminated or otherwise affected by the fact that such Buyer Indemnitee, or any of its directors, officers, employees or advisors, was at any time prior to the date Closing or the execution of this Agreement aware (or should have become aware) that any such representation or warranty was made inaccurate or as if had been breached or that any such representation covenant or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in agreement had not been performed or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Datecomplied with.

Indemnification by Seller. (a) (i) Subject to this Article XI, from and after the other terms and conditions of this ARTICLE VIIClosing, Seller shall indemnify and defend each of hold harmless Buyer and its affiliates Affiliates and their respective stockholdersowners, officers, directors, officers employees, agents, successors and employees assigns (including, after the Closing Date, the Target Companies) (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Covered Losses incurred suffered by any such Buyer Indemnified Party resulting from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (aA) any inaccuracy in or breach the failure of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant Fundamental Representations to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made be true and correct on and as of the Closing Date (except for or with respect to any Fundamental Representations made as of a specific date, the failure of such representations and warranties that expressly relate to be true and correct as of such date); (B) the failure of any Tax Representations to be true and correct on and as of the Closing Date (or with respect to Tax Representations made as of a specified specific date, the inaccuracy failure of such representations and warranties to be true and correct as of such date); (C) the failure of any representation or warranty set forth in Article IV (other than any Seller Fundamental Representations) to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Seller Fraudulent Misrepresentation; (D) the failure of any representation or warranty set forth in Article III to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Company Fraudulent Misrepresentation; (E) any nonfulfillment or breach of which will be determined with reference to such specified date); any Post-Closing Covenant made by the Seller in this Agreement or (bF) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing DateApplicable Proceeding.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIIX, from and after the Closing, the Seller shall indemnify and defend the Purchaser, its Affiliates, and each of Buyer and its affiliates and their respective stockholdersemployees, directors, officers officers, stockholders, agents, and employees representatives (collectively, the “Buyer IndemniteesPurchaser Group”) ), against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses incurred or sustained by, by the Purchaser Group based upon or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by the Seller pursuant to this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to this other Transaction Document (which shall not include the Transition Services Agreement); or (c) any third-party claim based upon, resulting from Excluded Asset or arising Excluded Liability. The foregoing indemnity obligations will not apply to (i) the extent that such Losses arise out of or result from the businessfraud, operationsgross negligence, propertiesand/or willful misconduct of Purchaser or its Affiliates, assets or obligations of Seller or and/or any related breach by Purchaser of its affiliates representations, warranties, and/or covenants hereunder, or (ii) Losses for which Purchaser has an obligation to indemnify the Seller Group pursuant to Section 9.03, as to which Losses each Party shall indemnify the other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Dateextent of its respective liability for such Losses.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:this (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Documents, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller Excluded Asset or any of its affiliates Excluded Liability; (other than d) the Purchased Assets) conductedAssumed Environmental Liabilities, existing or arising on or to the extent, if any, that Losses incurred by Buyer in connection with the same prior to the tenth (10th) anniversary of the Closing Date exceed the amount of $25,000,000 in the aggregate, but not in any event including any Environmental Claims, Liabilities, or Losses arising directly out of any asset retirement obligations or arising solely by reason of Buyer’s ownership and operation of the Purchased Assets following the Closing Date. Nothing in this Section 8.02 shall preclude Buyer from commencing litigation to enforce the provisions of this Section 8.02 and enforcing any related judgement if the requirements for commencement of litigation in this ARTICLE VIII have otherwise been satisfied.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVI, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any thirdExcluded Asset or any Excluded Liability; or (d) any Third-party claim Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject Owners and the Principals. Seller, Owners and each of the Principals hereby agrees, jointly and severally, to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and hold harmless Buyer, its affiliates and its and their respective directors, officers, stockholders, directorspartners, officers members, employees, and employees agents (individually, a "Buyer Indemnified Party" and collectively, "Buyer Indemnified Parties"), against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the “reasonable fees, disbursements and expenses of attorneys and consultants) of any kind or nature whatsoever, but net of the proceeds from any insurance policies or other third party reimbursement for such loss, to the extent sustained, suffered or incurred by or made against any Buyer Indemnitees”) againstIndemnified Party, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, to the Buyer Indemnitees extent based upon, arising out of, with respect to of or by reason of: in connection with: (a) any inaccuracy in or breach of any of representation or warranty made by Seller, Owners and the representations or warranties of Seller contained Primary Principals in this Agreement, the Ancillary Documents Agreement or in any certificate schedule, exhibit, certificate, agreement or other instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ; (b) any breach or non-fulfillment of any covenantcovenant or agreement made by Seller in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or other instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from made by any person or arising out entity which relates to the operation of the businessAssets or the Business which arises in connection with or on the basis of events, operationsacts, propertiesomissions, assets conditions or obligations any other state of facts occurring on or existing before the Closing Date; and (d) any claim which arises in connection with any liability or obligation of Seller or any of its affiliates (other than the Purchased AssetsAssumed Liabilities. Notwithstanding the foregoing, subsections (a) conductedand (b) above shall survive for a period of two (2) years from the Closing Date, existing or arising on or prior to and subsections (c) and (d) above shall survive for a period of five (5) years from the Closing Date.

Indemnification by Seller. Subject Relating to Environmental and Related --------------------------------------------------------------- Matters. In addition to and not in limitation of Seller's indemnification ------- obligations set forth in Section 9.3, but subject to the other terms and conditions of this ARTICLE VIIlimitations contained in Section 5.10 above, Seller shall indemnify and defend each of Buyer hold the Buyer, Buyer's Affiliates and its affiliates Buyer's successors and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them assigns harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, Indemnification Claims which arise from and to the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofextent they are attributable to: (a) (i) the Company's failure, at any inaccuracy time prior to Closing, to obtain all permits required by all Environmental Laws, or to comply in or breach of any material respect with all terms and conditions of the representations permits required by, or warranties of Seller contained in this Agreement, the Ancillary Documents or Company's failure at any time prior to Closing to comply in any certificate material respect with, all Environmental Laws; or instrument delivered by (ii) the Company's failure, at any time prior to Closing, to comply in any material respect with any applicable covenant running with any real property owned or on behalf of Seller pursuant leased at any time prior to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties by the Company that expressly relate relates to a specified datethe protection of human health, safety or the inaccuracy in or breach of which will be determined with reference environment including, without limitation, any such covenant that relates to such specified date)protection from Hazardous Materials; (b) any breach Environmental Claim (i) against the Company, the basis of which arose prior to the Closing; (ii) against any person whose liability for any Environmental Claim the Company may have retained or nonassumed at any time prior to the Closing, either contractually or by operation of law, but only to the extent the basis for such claim arose prior to the Closing; or (iii) against, or in respect of, any real or personal property or operations which at any time prior to the Closing were owned or leased, in whole or in part, by the Company, but only to the extent the basis for such claim arose prior to the Closing; (c) the existence of Hazardous Materials upon, about or beneath any real property owned or leased at any time prior to the Closing by the Company (whether or not caused, or contributed to, by the Company and including Hazardous Materials that migrated on to the real property from an off-fulfillment site source prior to the Closing), or migrating or threatening to migrate from any real property owned or leased at any time prior to the Closing by the Company, or the existence of any covenantEnvironmental Claim or violation of any Environmental Law pertaining to any real property owned or leased at any time prior to the Closing by the Company, agreement or obligation but only to be performed by Seller pursuant the extent the basis for such claim arose prior to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementClosing; or (cd) with respect to any third-party claim based uponreal property heretofore owned or leased by the Company any acts, resulting from omissions or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or breaches occurring prior to the Closing Dateof any representations, warranties, covenants, obligations or agreements (including, without limitation, indemnity agreements relating to environmental matters or claims relating to the foregoing) by the Company. The foregoing indemnification shall include all reasonable expenses of investigation and monitoring, reasonable costs of containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, reasonable attorneys' fees and disbursements, and other reasonable response costs.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, and provided that Buyer provide written notice to Seller of Losses for which indemnification is required herein prior to the expiration of the applicable survival period set forth in Section 8.01, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms Seller, on behalf of himself and conditions his successors, executors, administrators, estate, heirs and assigns (collectively, for purposes of this ARTICLE VIIArticle 8, Seller shall "Seller"), agrees to defend, indemnify and defend hold the Purchaser, each Entity, all subsidiaries and affiliates of Buyer any of the foregoing (including without limitation stockholders of any of the foregoing (other than Seller) and its affiliates and their respective stockholderspersons serving as officers, directors, officers employees or agents of the Purchaser, each Entity or such subsidiaries or affiliates thereof (in each case, other than Seller)) (individually a "Purchaser Indemnified Party" and employees (collectivelycollectively the "Purchaser Indemnified Parties"), the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or sustained by, nature whatsoever ("Claims") (whether or imposed upon, the Buyer Indemnitees based upon, not arising out ofof third-party claims and including all amounts paid in investigation, with respect to defense or settlement of the foregoing) which may be sustained or suffered by reason of:any such Purchaser Indemnified Party (a "Loss" (a) any inaccuracy in or breach of any of the representations representation or warranties of warranty made by Seller contained in this Agreement, the Ancillary Documents or in any Schedule, Exhibit or certificate or instrument delivered by or on behalf of Seller as part of or pursuant to this Agreement, as or any claim, action or proceeding asserted, instituted or arising out of the date any matter or thing covered by such representation representations or warranty was made or as if such representation or warranty was made on and as of the Closing Date warranties (except for representations and warranties that expressly relate to a specified datecollectively, the inaccuracy in or breach of which will be determined with reference to such specified date"Warranty Claims"); (b) any breach or non-fulfillment of any covenant, covenant or agreement made by or obligation to be performed by on behalf of Seller pursuant to in this Agreement, the Ancillary Documents or in any Schedule, Exhibit or certificate or instrument delivered by or on behalf of Seller as part of or pursuant to this Agreement; or (c) any third-party claim based upon, resulting liability of either Entity for Taxes arising from an event or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or transaction prior to the Closing Dateor as a result of the Closing which have not been paid or accrued by such Entity prior to the Closing, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by an Entity; provided, however, it is specifically acknowledged and agreed that the Entities net operating loss carryovers will be subject to limitation under the Code. The rights of Purchaser Indemnified Parties to recover indemnification in respect of any occurrence referred to in either of clauses (b) and (c) of this Section 8.1 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (a) of this Section 8.1.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers shareholders, members, limited or general partners, officers, employees, agents, consultants, advisors, or other representatives (“Representatives”) and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofany of the following: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or Parent contained in this AgreementAgreement or any other transaction document (including the Parent Side Letter), the Ancillary Documents or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other transaction document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any thirdExcluded Liabilities and any assets of Seller or of Parent that are not Purchased Assets; (d) (i) any Taxes of Seller for any taxable period, (ii) any Taxes imposed with respect to the Purchased Assets or the Business for all taxable periods (or portions thereof) ending before the Closing Date, and (iii) any liability of Seller for unpaid Taxes of any Person under Treasury Regulations Section 1.1502-party 6 (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise by operation of law; (e) only for any portion of a Loss for which a claim cannot be made under Section 7.04(a): any Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates (other than the Purchased Assets) Affiliates conducted, existing existing, or arising on or prior to the Closing Date., including, without limitation any Third Party Claim for violation, dilution, infringement, or misappropriation of Intellectual Property, provided, however, that to the extent such Third Party Claim relates to the Purchased Assets or Assumed Liabilities, solely to the extent related to the period prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means the notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing;

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses and Material Adverse Effects incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement, the Ancillary Documents Agreement or in any Ancillary Document, certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this AgreementAgreement or in any Ancillary Document, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement; or; (c) any third-party claim based uponTransaction Expenses or Indebtedness not paid prior to or at the Closing; (d) any Seller Taxes; (e) any breach or violation of the Fair Labor Standards Act or the Maryland Wage and Hour Law, resulting in either case arising from or arising out relating to any act or omission of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising Company on or prior to the Closing Date; (f) any failure or omission by the Company to incorporate mandatory flow-down provisions of Government Contracts or the FAR to any applicable subcontractor, independent consultant or contractor; (g) with respect to Xxxxxx Xxxxxxxxx, (i) any failure of Xxxxxx Xxxxxxxxx to execute and comply with, in a commercially reasonable timeframe, the provisions of the Patent Assignment; (ii) any failure of Xxxxxx Xxxxxxxxx, in his capacity as a contractor to Company, to comply, either prior to or following the Closing, with any terms or obligations as set forth in the Independent Contractor Agreement of January 11, 2021, between the Company and Xxxxxx Xxxxxxxxx; and (iii) any claims brought by Xxxxxx Xxxxxxxxx against Buyer Indemnitees with respect to intellectual property rights, infringement or misappropriation thereof; (h) any and all actions taken by the Seller, the Company, or their respective Affiliates relating to, or arising out of, that certain Investment Agreement by and between the Company and Xxxxx Xxxxxxxx, dated as of December 9, 2019, as amended and assigned from time to time, and the transactions contemplated therein (collectively the “Investment Matter”); (i) the operation of the Company or its business or Seller’s activities prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, from and after the applicable Closing (i.e., with respect to matters involving Smooth Bourbon, from and after the First Closing, and with respect to matters involving Nugget Sparks, from and after the Second Closing), Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including, after the Closing, each Company) and its and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees” and individually a “Buyer Indemnitee”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or incurred, sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with respect to or by reason ofthe following: (a) any inaccuracy in or breach of any of the representations or warranties (other than the Fundamental Representations) of Seller contained in this Agreement as of the date hereof or as of the First Closing, as to Smooth Bourbon, or the Second Closing, as to Nugget Sparks (in each case as if made as at and as of such date) or any inaccuracy in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (b) any breach of any of the Fundamental Representations of Seller contained in this Agreement as of the date hereof or as of the First Closing, as to Smooth Bourbon, or the Ancillary Documents Second Closing, as to Nugget Sparks (in each case as if made as at and as of such date) or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bc) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, ; (d) except to the Ancillary Documents or any certificate or instrument delivered by or on behalf extent specifically included as a current Liability in the Closing Working Capital as finally determined pursuant to Section 2.04: (i) all Taxes of either Company for all Pre-Closing Tax Periods; (ii) all Taxes of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of and its affiliates Affiliates (other than the Purchased AssetsCompany Entities) conductedfor any taxable period; (iii) all Taxes of any member of an affiliated, existing consolidated, combined or arising unitary group of which either Company (or any predecessor of either Company) is or was a member (other than Taxes of the Company Entities) on or prior to the First Closing Date, as to Smooth Bourbon, or the Second Closing Date, as to Nugget Sparks, by reason of a Liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of non-U.S., state or local Law; (iv) any and all Taxes of any Person imposed on either Company arising under the principles of transferee or successor Liability or by contract, relating to an event or transaction occurring before the First Closing, as to Smooth Bourbon, or the Second Closing, as to Nugget Sparks,; (v) all Transfer Taxes for which Seller is responsible under Section 6.01(b); and (vi) any withholding, payroll, social security, unemployment or similar Taxes attributable to any payments that are contingent upon or payable as a result of the transactions contemplated by this Agreement; 76 (e) any Indebtedness or Company Transaction Expenses to the extent not paid in the First Closing or included in the calculation of Final Second Closing Cash Consideration, as finally determined in accordance with Section 2.04; or (f) any Excluded Liabilities.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or Agreement and in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementTransaction Document, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), provided however, that, for the purposes of the representations and warranties set forth in Section 4.14, any reference to “material”, “materially”, “in all material respects” or similar words will be disregarded in determining any inaccuracy in or breach of such representations or warranties; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Stockholders pursuant to this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orTransaction Document; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject After the Closing, subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them Buyer Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate Transaction Document (for purposes of calculating any Losses arising from such inaccuracy or instrument delivered by or on behalf breach and for purposes of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the determining whether there has been an inaccuracy in or breach of which will any such representation or warranty, such representation and warranty shall be determined with reference to such specified dateread as if it were not qualified by any concept of “material,” “materiality,” “Material Adverse Effect,” or similar qualifiers); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orTransaction Document; (c) any third-party claim based upon, resulting from or arising out of Third Party Claims related to the businessBusiness, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) Affiliates conducted, existing or arising on before the Closing; (d) any Excluded Asset or prior Excluded Liabilities; (e) any claim made by any stockholder of Seller against any Buyer Indemnified Party directly or indirectly related to the Closing DateTransaction Documents and consummation of the transactions contemplated hereby and thereby; or (f) any Third Party Claim arising out of or in connection with Buyer’s use of a mxxx containing “SraxMD” that infringes upon such third party’s trademark rights, provided that such claim would not have arisen but for Buyer’s use of “Srax” as a component of “SraxMD”.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIArticle X, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates, including the Company, and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this AgreementAgreement (other than in respect of Section 2.09, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article XI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (bii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article XI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to Article XI). (b) for purposes of this Agreement; orArticle X, any breach or inaccuracy of the Company’s or the Seller’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller’s Knowledge”). (c) Notwithstanding any third-party claim based uponother provision of this Article X, resulting from or arising out of Seller and the business, operations, properties, assets or obligations of Seller or Company shall not have any of obligation to Buyer and its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Affiliates pursuant to the Closing Dateprovisions of this Section 10.02 based on any alleged Title Defect that is discovered by Buyer after Closing, nor for any notice related to any Title Defect that is delivered to Seller after the Closing.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates subsidiaries (including, after the Closing, the Company) and their respective stockholders, directors, officers offices, employees, agents and employees representatives (collectively, each an “Indemnified Buyer Party” and collectively the “Indemnified Buyer IndemniteesParties”) againstin respect of, and shall hold harmless each of them harmless from and the Indemnified Buyer Parties against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained bysuffered by the Indemnified Buyer Parties resulting from, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect relating to or by reason ofconstituting: (a) any inaccuracy in or breach of any or inaccuracy in, as of the representations date of this Agreement or warranties as of the Closing Date, of any representation or warranty of Seller or the Company contained in this Agreement, any of the Ancillary Documents Agreements or in any certificate other agreement or instrument delivered furnished by Seller or on behalf of Seller the Company to Buyer expressly pursuant to this Agreement, as of the date or any Third Party Claim alleging matters that would, if true, constitute such representation a breach or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)inaccuracy; (b) any breach failure to perform any covenant or non-fulfillment agreement of Seller or the Company contained in this Agreement, any covenant, of the Ancillary Agreements or any agreement or obligation to be performed instrument furnished by Seller or the Company to Buyer expressly pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orThird Party Claim alleging matters that would, if true, constitute such a failure; (c) any third-party claim based upon, resulting from by Endo relating to DepoDur for any act or omission occurring or any circumstance existing prior to the Closing; (d) any Losses arising out of conditions or events involving noncompliance with or violation of, prior to the businessClosing, operationsany Permit or Environmental Law relating to wastewater discharge; (e) any claim by Xxxx Capital Partners or any of its Affiliates for any breach after the Closing Date of any obligation of Parent, properties, assets or obligations of Seller or any of their Affiliates pursuant to any agreement between Parent, Seller or any of their Affiliates, on one hand, and Xxxx Capital Partners or any of its affiliates Affiliates, on the other hand; (other than f) any of the Purchased Assetsclaims identified in Schedule 8.1(f); (g) conductedthe 401(k) contribution to be made by the Company for 2006, existing in a total amount of $[**], to the extent (if any) that such amount is not paid by Parent or arising on Seller at or prior to the Closing DateClosing; and/or (h) any of the Designated Amounts; provided, that the indemnifiable Losses with respect to Designated Amounts shall be limited to the actual out-of-pocket amounts paid by Buyer and/or the Company (up to the actual amount invoiced (in the case of invoiced amounts) and up to the invoiced amount (or the portion thereof) that relates to the amount accrued on Schedule 12.1 (in the case of amounts listed on Schedule 12.1 as accruals and not yet invoiced as of the date hereof), plus any interest, late fee or similar charge for late payment, collection costs, and legal fees for which the Company is responsible or which the Company is obligated to bear, plus the actual reasonable legal fees and expenses incurred by Buyer and/or the Company in defending or responding to claims with respect to the designated Amounts).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, from and after the Brockton Closing, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the ““ Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any thirdExcluded Asset or any Excluded Liability; or (d) any Third-party claim Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE Article VII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, or by Seller, Principals or their respective Affiliates in the Ancillary Documents other Transaction Documents, or by Xxxxxx with respect to his Personal Goodwill Assignment, or by Seller, Principals or the respective Affiliates in any certificate or instrument delivered by or on behalf of Seller or Principals pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, or by Seller, Principals or their respective Affiliates in the Ancillary Documents other Transaction Documents, or by Xxxxxx with respect to his Personal Goodwill Assignment, or by Seller, Principals or their respective Affiliates with respect to any certificate or instrument delivered by or on behalf of Seller or Principals pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller Seller, Principals or any of its affiliates their respective Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVI, from and after Closing, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any thirdThird-party claim Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third-Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing. Seller’s aggregate liability for any Losses arising out of or in connection with this Agreement is limited to an amount of USD 1,488,000.00, provided, however, that the preceding limitation shall not apply to Losses arising out of or in connection with any claim relating to infringement of intellectual property. In no event and notwithstanding any other provisions under this Agreement, shall either Party be liable to the other Party for any consequential, incidental or indirect damages, including, but not limited to, lost profits, goodwill impairment, loss of production or similar damages or losses (whether direct, indirect or consequential). The limits in this clause shall not apply to damages resulting from gross negligence, willful misconduct or fraudulent conduct or bodily injury, death or any other compulsory liability under the governing law.

Indemnification by Seller. Subject to the other terms Seller and conditions its successors and assigns (collectively, for purposes of this ARTICLE VIIArticle 8, Seller shall the "Companies"), agrees to defend, indemnify and defend each hold Purchaser, all subsidiaries, affiliates, and permitted successors and assignees pursuant to Section 5.16 of Buyer Purchaser (including without limitation stockholders of any of the foregoing (other than the Companies) and its affiliates and their respective stockholderspersons serving as officers, directors, officers partners, employees or agents of Purchaser, or such subsidiaries, affiliates, or permitted successors and employees assignees pursuant to Section 5.16 thereof (collectivelyin each case, other than the “Buyer Indemnitees”Companies)) against(individually a "Purchaser Indemnified Party" and collectively the "Purchaser Indemnified Parties"), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever ("Claims") (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained byor suffered by any such Purchaser Indemnified Party (a "Loss" or "Losses"), or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofof or otherwise in respect of or in connection with: (a1) any inaccuracy in or breach of any of the representations representation or warranties of warranty made by Seller contained in this Agreement, the Ancillary Documents or in any schedule, exhibit or certificate or instrument delivered by or on behalf of Seller as part of or pursuant to this Agreement, as or any claim, action or proceeding asserted, instituted or arising out of the date any matter or thing covered by such representation representations or warranty was made or as if such representation or warranty was made on and as of the Closing Date warranties (except for representations and warranties that expressly relate to a specified datecollectively, the inaccuracy in or breach of which will be determined with reference to such specified date"Warranty Claims"); (b2) any breach or non-fulfillment of any covenant, covenant or agreement made by or obligation to be performed by on behalf of Seller pursuant to in this Agreement, the Ancillary Documents or in any Schedule, Exhibit or certificate or instrument delivered by or on behalf of Seller as part of or pursuant to this Agreement; (3) any liability of Seller for Taxes (but specifically excluding tax, if any, due by Purchaser pursuant to Section 1.3 hereof) arising from an event or transaction prior to the Closing or as a result of the Closing; or (c4) any third-party claim based upon, resulting from or arising out of the businessor relating to Seller's ownership, operations, properties, control or management of Seller's assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing, whether any such claims are asserted prior to or after the Closing Dateother than claims relating to the Liabilities. The rights of Purchaser Indemnified Parties to recover indemnification in respect of any occurrence referred to in either of clauses (b), (c) or (d) of this Section 8.1 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (a) of this Section 8.1.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) (for purposes of determining if there is any such inaccuracy or breach and for purposes of calculating any Losses arising from such inaccuracy or breach, such 45 representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality” or “Material Adverse Effect” or a similar qualification, except that the “Material Adverse Effect” qualification contained in Section 4.05(a) (Absence of Certain Changes, Events and Conditions) will not be deemed deleted); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsContributed Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; (e) the failure to comply with any provision of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Contributed Assets to Buyer; (f) any Liability to any customer or end user in excess of the amount due under any warranty provided by the Business to the customer or end user or to the Person who made the sale to the customer or end user; (g) any Liability to any lessor that may arise out of Seller’s operation of or use of the Towers; or (h) any Liability in connection with the ransomware attack against Seller on or about February 8, 2021.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIAgreement, Seller shall will indemnify and defend each of Buyer and hold harmless Purchaser, its affiliates Affiliates, and their respective stockholdersofficers, directors, officers managers, employees, agents, successors, and employees permitted assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, against and shall hold each in respect of them harmless any Losses suffered or incurred by any Purchaser Indemnified Party resulting from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations following: (i) any breach or warranties inaccuracy of any representation or warranty of Seller contained in this Agreement, Agreement or the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, Disclosure Schedules as of the date such representation Schedule Delivery Date or warranty was made or as if such representation or warranty was made on and as of the Closing Date (as if given on the Closing Date), taking into account the Initial Schedules and, with respect to any representation or warranty made as of the Schedule Delivery Date or the Closing Date, the Updated Schedules, (in each case, except for representations and warranties that to the extent expressly relate to made as of a specified date, in which case as of such date) and without giving effect to any materiality, Material Adverse Effect or similar qualifications limiting the inaccuracy in scope of such representation or breach of which will be determined with reference to such specified date)warranty; (bii) any breach of or non-fulfillment of failure to perform any covenant, agreement agreement, or obligation of Seller in this Agreement or the Collaboration Agreement; (iii) any Excluded Liabilities, including Seller Tax Liabilities; (iv) any Liability (other than the Assumed Liabilities) to be performed which Purchaser or any of the other Purchaser Indemnitees may become subject and that arises from or relates to (A) the operation by Seller pursuant of its business, with respect to the Product Operations prior to the Closing, including any Liability arising from any Clinical Trials conducted by or for Seller prior to the Closing, or (B) any failure by Seller to comply with any bulk transfer law or similar Law in connection with any of the Transactions; (v) any Fraud in connection with this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to this Related Agreement; or (cvi) any third-party claim based upon, resulting from or arising out Proceeding commenced by a Purchaser Indemnified Party for the purpose of the business, operations, properties, assets or obligations of Seller or enforcing any of its affiliates (other than rights under this Section 9.1(a) and in which such Purchaser Indemnified Party is the Purchased Assets) conducted, existing or arising on or prior to the Closing Dateprevailing party.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this Agreement; orARTICLE VI); (c) any third-party claim based upon, resulting from Transaction Expenses or arising out Indebtedness (other than the Final Liabilities) of the businessCompany outstanding as of the Closing; or (d) any Action (whenever instituted) of any third party (including any Governmental Authority) that, operationsif successful, properties, assets would give rise to or obligations evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties (construed in accordance with Section 8.04 below) or covenants or agreements to be performed by the Seller or any of its affiliates Affiliates, in each case, which are contained in this Agreement or in any other agreement contemplated herein or in any writing delivered in connection herewith (other than the Purchased Assets) conductedincluding any attachment, existing exhibit, schedule or arising on or prior to the Closing Date.certificate)

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer (a) Purchaser and its affiliates and their respective stockholdersAffiliates, officers, directors, officers employees, agents, successors, and employees assigns (collectivelyeach, the a “Buyer IndemniteesPurchaser Indemnified Party”) against, shall be indemnified and shall hold each of them held harmless from by Seller for and against, and shall pay and reimburse each of them for, against any and all Losses suffered or incurred by them or sustained byto which they may otherwise become subject at any time (regardless of whether or not such Losses are related to any Third-Party Claim) arising out of or resulting from: i. any breach of, or imposed uponinaccuracy in, the Buyer Indemnitees based upon, arising out of, with respect to any representation or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties warranty of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAcquisition Documents, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) ii. any breach or non-fulfillment of any covenantcovenant or agreement by Seller contained in the Acquisition Documents; iii. any claim or cause of action of any third-party to the extent arising out of any action, agreement inaction, event, condition, liability, or obligation of IBEX Corp. (with respect to be performed the Business, occurring or existing prior to the Closing), other than the Assumed Liabilities; iv. the excess of the amounts payable by Seller Purchaser following the Closing that relate to service by any Transferred Employee with IBEX Corp. through to the Closing over the Employee Amounts; v. Liabilities, whether arising before on or after the Closing, that are not expressly assumed by Purchaser pursuant to this Agreement, including each of the Ancillary Documents Excluded Liabilities; or vi. any Action relating to any breach, Liability or matter of the type referred to in clauses “(i)” through “(v)” above (including any certificate or instrument delivered Action commenced by or on behalf any Purchaser Indemnified Party for the purpose of enforcing any of its rights under this Section 8.02). (b) To the extent that Seller’s undertakings set forth in this Section 8.02 may be unenforceable, Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties. To the extent that a claim for indemnification may be made by a Purchaser Indemnified Party under more than one provision of this Section 8.02, such Purchaser Indemnified Party may, in its sole discretion, make such claim pursuant to this Agreement; orany or all of such provisions. (c) When determining the amount of Losses suffered or incurred by any third-party claim based uponPurchaser Indemnified Party (and not whether a breach or inaccuracy has occurred) for purposes of this Section 8.02, resulting from as a result of any inaccuracy or arising out alleged inaccuracy or breach or alleged breach of the business, operations, properties, assets any representation or obligations warranty of Seller contained in the Acquisition Documents, any Material Adverse Effect, materiality or any similar qualification limiting the scope of its affiliates (other than the Purchased Assets) conducted, existing such representation or arising on or prior to the Closing Datewarranty shall be disregarded.

Indemnification by Seller. Subject From and after the Closing, and subject to the other terms and conditions of this ARTICLE VIIlimitations set forth in Section 10.04, Seller shall indemnify and defend hold harmless, without duplication, Purchaser and its Affiliates, and each of Buyer and its affiliates and their respective stockholders, directors, officers members, managers, officers, agents, employees and employees other Representatives (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses, including any Losses incurred to the Transferred Entities, resulting from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofattributable to: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on by Seller in Article 3 of this Agreement (other than Section 3.09) to be true and correct as of the Closing Date (except for representations and warranties that are expressly relate to made as of a specified specific date, the inaccuracy in or breach which shall be true and correct as of which will be determined with reference to such specified date), or in any certificate delivered by Seller or its officers pursuant to this Agreement; (b) any breach or non-fulfillment of any covenant, agreement representation or obligation warranty made by Seller in Section 3.09 to be performed by Seller pursuant to this Agreement, true and correct as of the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orClosing Date; (c) any third-party claim based upon, resulting from breach of or arising out of the business, operations, properties, assets failure to perform or obligations comply with any covenant or agreement of Seller or its Affiliates in this Agreement, the Xxxx of Sale, Assignment and Assumption Agreement, or the Shared Material Assignment Agreement; (d) to the extent not included in the calculation of the Final Purchase Price as set forth in the Final Closing Statement, any Indebtedness of its affiliates (other than the Purchased Assets) conducted, existing Transferred Entities or arising on or any Unpaid Transaction Expenses as of immediately prior to the Closing DateClosing; (e) any Liabilities arising from or related to the Retained Businesses or the Assigned Non-Business Leases; and (f) the matter set forth on Schedule 10.02(f) (the “Specified Matter”).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each hold harmless Buyer and its Affiliates, and the directors, officers, managers, employees and Representatives of Buyer and its affiliates Affiliates, from and their respective stockholdersagainst any and all liabilities, directorsjudgments, officers claims, settlements, losses, damages, fees, Liens, penalties, obligations and employees expenses (including reasonable attorneys' fees and expenses and costs and expenses of investigation) (collectively, the “Buyer Indemnitees”"Losses") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained bysuffered, directly or imposed uponindirectly, the Buyer Indemnitees based uponby any such Person arising from, arising out of, with respect to or by reason of: (a) of or in connection with: any breach or inaccuracy in or breach of any of the representations representation or warranties warranty of Seller contained in this Agreement, the Ancillary Documents Agreement or any Related Document; any failure by Seller to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Seller under this Agreement or any Related Document or in any certificate or instrument delivered document (to the extent such certificate or document relates to matters covered by the representation, warranties or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bcovenants contained herein) any breach or non-fulfillment of any covenant, agreement or obligation required to be performed by Seller pursuant to this Agreement, the Ancillary Documents or delivered in connection herewith; any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Excluded Liability (other than the Purchased AssetsSeller Collaboration Agreement Liabilities which are governed by the terms of the Collaboration Agreement) conductedor Excluded Asset; the failure of Seller to comply with any Applicable Laws relating to bulk sales or Tax applicable to the transactions contemplated by this Agreement; any Transfer Taxes or Apportioned Obligations allocated to Seller pursuant to Section 5.3; any Permitted Lien arising from, by reason of or in connection with actions, omissions or circumstances existing or arising on or prior to the Closing Daterelating to the Purchased Assets; any (i) of Seller's actions or omissions with respect to the [*] and (ii) milestone, royalty or other payment owed to [*] or any other Person under the [*]; and the matters set forth on Schedule 7.2(h).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify indemnify, defend and defend each of hold harmless Buyer and its affiliates Affiliates (including the Company) and their respective stockholdersemployees, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”"BUYER GROUP") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them or reimburse, as the case may be, the Buyer Group for, any and all Losses incurred Damages, as incurred, suffered by Buyer or sustained by, or imposed upon, any other member of the Buyer Indemnitees Group directly or indirectly based upon, arising out of, with respect of or otherwise in any way relating to or by reason in respect of: (a) any falsity, breach or inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made by Seller herein on and as the date of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)this Agreement; (b) any breach or violation of any covenant or agreement of Seller contained in any Transaction Document; (c) all Liabilities of the Company and all Liabilities of Seller and its Affiliates based upon, arising out of or otherwise relating to the conduct of the Business or the operation of the Company on or prior to the date hereof (other than Liabilities of the Company that are included in the definition of Assumed Liabilities), including any Liabilities based upon, arising out of or otherwise relating to any events, actions, occurrences, omissions, circumstances or conditions whatsoever occurring or existing on or prior to the date hereof, whether asserted prior to, on or after the date hereof including: (1) all Liabilities based upon, arising out of or otherwise relating to any pending or threatened or future Action with respect to any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the date hereof (whether asserted prior to, on or after the date hereof), other than Actions based on the Company's failure to pay or perform any Assumed Liabilities; (2) all Liabilities based upon, arising out of or otherwise relating to any tort, breach or violation of or non-fulfillment compliance with any Commitment of Seller or the Company, infringement, violation of Law or regulatory non-compliance (whether civil or criminal) occurring or existing on or prior to the date hereof, including such circumstances or conditions that may continue to exist after the date hereof (whether such liabilities are asserted prior to, on or after the date hereof); (3) all Liabilities under Environmental Laws or otherwise relating to environmental matters based upon, arising out of or otherwise relating to events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the date hereof, including such circumstances or conditions that may continue to exist after the date hereof (whether such liabilities are asserted prior to, on or after the date hereof); (4) all Liabilities in respect of employees, former employees, officers or consultants of the Company relating to events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the date hereof; (5) all Liabilities based upon, arising out of or otherwise relating to all incentive arrangements with employees or other Persons relating to the sale or other disposition of the Company, the Business or Business Intellectual Property; (6) all Liabilities for and relating to any indebtedness for borrowed money; (7) all Liabilities for and relating to the guarantee of any covenant, agreement indebtedness or obligation to be performed by Seller of any Person; and (8) all Liabilities under Commitments not set forth on Schedule 5.9(b), Schedule 5.11(a), Schedule 5.17(b) or Schedule 5.17(c) which pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant Agreement are required to this Agreementbe set forth thereon; or (cd) any third-party claim based upon, resulting from or arising out all Liabilities of the businessCompany, operations, properties, assets or obligations of Seller or any of its affiliates (other than Affiliates under the Purchased Assets) conductedIndemnification Agreement effective as of February 2, existing or arising on or prior to the Closing Date1998 by and between Seller and Xxxxx Xxxxxxx, as such agreement may be amended.

Indemnification by Seller. (a) Subject to Section 9.5 hereof (except as provided in the other terms and conditions last sentence of this ARTICLE VIISection 9.2(a)), from and after the Closing Date, Seller shall indemnify and defend each of hold harmless Buyer and its affiliates Subsidiaries (including the Business Entities) and their respective stockholdersofficers, directors, officers directors and employees Affiliates (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Covered Losses incurred suffered by such Buyer Indemnified Parties resulting from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: of (ai) any inaccuracy in or breach of any of the representations or warranties (without giving effect, other than with respect to Section 3.6(b), to any qualification as to “Business Material Adverse Effect” or “knowledge” contained therein) of Seller contained and the Company in Article III of this Agreement, the Ancillary Documents other than those contained in Sections 3.1(a), 3.1(b) and 3.2, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of hereto (other than the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified dateset forth in Article VII hereof, indemnity for which is addressed in Article VII), and the matters described on Schedule 9.2(a) of the Seller Disclosure Letter, (ii) any inaccuracy in or breach of which will any of the representations and warranties of Seller and the Company contained in Sections 3.1(a), 3.1(b) and 3.2 or any breach or nonfulfillment of any covenants or agreements made by Seller or the Company herein, (iii) any liability or obligation of any of the Business Entities arising from or relating to any business other than the Business and (iv) any Non-Business Guaranty that remains in place following the Closing in accordance with Section 5.6(c). The obligation of Seller to indemnify under clause (iv) of this Section 9.2(a) shall not be determined with reference subject to such specified date);Section 9.5. (b) The Buyer Indemnified Parties shall not be entitled to assert any breach indemnification pursuant to clause (i) of Section 9.2(a) (or non-fulfillment by reason of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, certification in respect of such representations and warranties) after the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreementapplicable Representation Survival Date; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising provided that if on or prior to the Closing Dateapplicable Representation Survival Date a Notice of Claim shall have been given with reasonable specificity (in light of the extent of the information that Buyer has or should reasonably have with respect to such claim) to Seller pursuant to Section 9.4 hereof for such indemnification, the Buyer Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIArticle X and written notice of such claim for indemnification being given to Seller within the appropriate survival period, Seller shall indemnify and defend Buyer, each of the Sold Subsidiaries and each of the Affiliates of Buyer and its affiliates (including LBIT), and their respective stockholdersofficers, directors, officers employees and employees (collectively, the “Buyer Indemnitees”) agents against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and : (i) all Losses incurred directly or sustained by, or imposed upon, the Buyer Indemnitees based uponindirectly resulting from, arising out of, or in connection with respect to or by reason of: (aA) any inaccuracy misrepresentation or breach of warranty (determined for this purpose as if all qualifications to the representations and warranties contained in Article IV based on knowledge or materiality (including Material Adverse Effect) were omitted) or any non-performance or breach of any of the representations covenant or warranties agreement of Seller contained in this AgreementAgreement or any other Transaction Document; (B) any of the Excluded Liabilities (which includes Excluded Taxes), (C) any of the Ancillary Documents Assumed Liabilities referred to in clause (ii) of Section 2.3(b), (D) any and all Indebtedness of the Sold Subsidiaries, (E) Excluded Taxes, (F) any claims by any Person allegedly arising out of such Person's rights as a shareholder, member, putative shareholder, putative member, former shareholder, or former member of Seller, (G) any claims made by any creditor of Seller or Banshee as a result of or in connection with the liquidation of Seller or Banshee, (H) any certificate claims made by any Person allegedly arising out of such Person's rights as an employee, former employee or instrument delivered putative employee of any of Seller, Banshee or any Sold Subsidiary, with respect to the period prior to the Closing Date or as a result of the consummation of any of the Transactions; (I) any claims made or contribution sought by any Person (including without limitation Seller) with respect to any Sold Subsidiary arising out of (1) any of the matters set forth on Schedule 4.13, (2) any agreement or obligation with respect to any loan provided by Take Aim Holdings Limited (or any affiliate thereof or successor thereto), (3) any agreement or obligation with respect to any professional services (including legal, accounting or auditing services) in connection with the Transactions on behalf of Seller pursuant to this Agreementany Sold Subsidiary, as and (4) any of the date such representation matters set forth on Schedule 10.1(a); and (ii) all claims, actions, suits, proceedings, demands, Judgments, assessments, fines, interest, penalties, costs and expenses (including, without limitation, settlement costs and reasonable legal, accounting, experts, and other fees, costs and expenses) incident or warranty was made relating to or as if such representation or warranty was made on and as resulting from any of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);foregoing. (b) Notwithstanding the foregoing provisions of Section 10.1(a), no claim shall be made by Buyer hereunder unless and until any breach or non-fulfillment all of any covenantthe Losses referred to in this Section 10.1 exceeds, agreement either individually or obligation in the aggregate, $150,000 (the "Minimum Amount"); provided, however, that at such time as the aggregate amount of the Losses exceeds the Minimum Amount, Buyer may assert a claim for the full amount of the Losses; and, provided further, that the foregoing limitation shall not apply to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, claims for Losses resulting from or arising out of the businessmatters set forth on Schedule 10.1(a) and Schedule 10.1(b). (c) Buyer acknowledges and agrees that following the Closing, operations, properties, assets its sole and exclusive remedy with respect to any claims for Losses resulting from or obligations arising out of Seller or any in connection with a misrepresentation or breach of its affiliates warranty contained in Article IV of this Agreement (other than claims of, or causes of action arising from, fraud or a breach by Seller of a representation contained in Article IV as a result of Seller's own negligence, or from any misrepresentation or breach of warranty contained in Section 4.28) shall be satisfied solely from the Purchased Assets) conducted, existing or arising on or prior Escrow Amount pursuant to the Closing Dateterms of the Escrow Agreement.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVI, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any thirdExcluded Asset or any Excluded Liability; or (d) any Third-party claim Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third-Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject to (a) If the other terms and conditions of this ARTICLE VIIClosing occurs, Seller shall hold harmless and indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Purchaser Indemnified Persons from and against, and shall pay compensate and reimburse each of them the Purchaser Indemnified Persons for, any Damages that are suffered or incurred by any of the Purchaser Indemnified Persons or to which any of the Purchaser Indemnified Persons otherwise becomes subject at any time (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred that arise from or sustained byas a result of, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofare connected with: (ai) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement as of the date of this Agreement; (ii) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement as if such representation and warranty was made as of the Closing Date; (iii) any breach of any covenant or obligation of Seller contained in this Agreement, the Ancillary Documents or in ; (iv) any certificate or instrument delivered by or on behalf Liability of Seller pursuant or any Subsidiary of Seller (and any Claim against any Purchaser Indemnified Person relating to any such Liability or any Liability of Seller or any Subsidiary of Seller otherwise relating to any circumstance, condition or event that existed or occurred prior to the Closing with respect to the Business), other than the Assumed Liabilities and any matters referred to in clause “(viii)” of this Agreement, as sentence; (v) any Liability to which Purchaser or any of the date such representation other Purchaser Indemnified Persons may become subject and that arises from or warranty was made relates to any failure of Seller or as if such representation any Subsidiary of Seller to comply with any bulk transfer law or warranty was made on and as similar Legal Requirement in connection with any of the Closing Date Transactions; (except vi) any Liability to which Purchaser or any of the other Purchaser Indemnified Persons may become subject and that arises from or relates to any provision of any of the Seller Contracts set forth on Schedule 8.2(a)(vi) that is inconsistent with the terms of the corresponding Standard Form Agreement (other than inconsistencies that are immaterial in all respects) (it being understood that all disclosures in the Disclosure Schedule regarding such Seller Contracts shall be disregarded for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach purposes of which will be determined with reference to such specified datethis Section 8.2(a)(vi)); (bvii) any breach matter identified or non-fulfillment of any covenantreferred to in Schedule 8.2(a)(vii), agreement or obligation subject to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreementlimitations set forth in Schedule 8.2(a)(vii); or (viii) any matter identified or referred to in Schedule 8.2(a)(viii). (b) Subject to Section 8.2(d), Seller shall not be required to make any indemnification payment pursuant to Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(vi) or Section 8.2(a)(viii) until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Purchaser Indemnified Persons, or to which any one or more of the Purchaser Indemnified Persons has or have otherwise become subject, exceeds $2,250,000 (the “Threshold Amount”). If the total amount of such Damages exceeds the Threshold Amount, then the Purchaser Indemnified Persons shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Threshold Amount. (c) any third-party claim based uponIn no event shall the maximum aggregate amount of Damages which the Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the matters referred to in Sections 8.2(a)(i), resulting from or arising out 8.2(a)(ii), 8.2(a)(v), 8.2(a)(vi), 8.2(a)(vii) and 8.2(a)(viii) exceed $55,500,000. In no event shall the maximum aggregate amount of Damages which the Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the matters referred to in Section 8.2(a)(iii) exceed the amount of the business, operations, properties, assets Consideration. (d) The limitations that are set forth in Sections 8.2(b) shall not apply: (i) in the case of fraud or obligations of Seller or any of its affiliates willful misconduct; (other than the Purchased Assetsii) conducted, existing or arising on or prior to the Closing Datematters referred to in Section 8.2(a)(iii) or Section 8.2(a)(iv). The limitations that are set forth in Section 8.2(c) shall not apply: (i) in the case of fraud or willful misconduct; or (ii) to the matters referred to in Section 8.2(a)(iv).

Indemnification by Seller. Subject (a) From and after the Closing, and subject to the other terms and conditions of this ARTICLE VIIAgreement, Seller shall indemnify and defend each of hold harmless Buyer and its affiliates and their respective stockholders, directors, officers and employees Affiliates (collectively, the ““ Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them any Buyer Indemnified Party for, any and all Losses incurred that such Buyer Indemnified Party may suffer or sustained byincur, or imposed uponbecome subject to, the Buyer Indemnitees based upon, arising out of, with respect to or by reason as a result of: (ai) any inaccuracy prior to their expiration in or breach accordance with Section 12.01, the failure of any of the representations or warranties of made by Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant Agreement to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on be true and correct as of the Closing Date (Date, except for to the extent such representations and warranties that expressly relate to a specified datespecific date (in which case, the inaccuracy in or breach failure of which will such representations and warranties to be determined with reference to true and correct as of such specified specific date); (bii) prior to their expiration in accordance with Section 12.01, any breach or non-fulfillment of any covenant, agreement or obligation to be performed failure by Seller pursuant to this Agreementperform any of its covenants, the Ancillary Documents agreements or any certificate or instrument delivered by or on behalf of Seller obligations pursuant to this Agreement; or (ciii) any third-party claim based upon, resulting from or arising out of Excluded Liability. (b) Notwithstanding anything in this Agreement to the business, operations, properties, assets or obligations of Seller or any of its affiliates contrary (other than as set forth in Section 9.01) and except for any claims or causes of actions arising out of, involving or otherwise in respect of actual and proven fraud: (i) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for any Losses pursuant to any of (y) Section 12.02(a)(i) (other than with respect to the Purchased AssetsSeller Fundamental Representations and representations and warranties made in Section 4.10) conducted, existing or arising on (z) Section 12.02(a)(ii) to the extent relating to breaches of covenants that by their terms apply or are to be performed in whole or in part prior to the Closing Date: (A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $500,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses for purposes of clause (B) below); and (B) except with respect to the representations and warranties set forth in Section 4.05, until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $21,634,080.83 (the “Deductible Amount”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; but only if such Losses also meet the requirements of Section 12.02(b)(i)(A); (ii) the cumulative indemnification obligations of Seller under (A) Section 12.02(a)(i) (other than the indemnification obligation of Seller with respect to Seller Fundamental Representations and representations and warranties made in Section 4.05 and Section 4.10) and (B) Section 12.02(a)(ii) for breaches of covenants that by their terms apply or are to be performed in whole or in part prior to the Closing Date shall in no event exceed $108,170,404.15 (the “Cap”); (iii) the cumulative indemnification obligation of Seller (A) with respect to the matters specified in Section 12.02(b)(ii) that are subject to the Cap and (B) under Section 12.02(a)(i) (solely with respect to representations and warranties made in Section 4.05) shall in no event exceed $324,511,212.46; (iv) the cumulative indemnification obligation of Seller under Article XII with respect to any Transferred Financing Contract, shall in no event exceed the Loan Purchase Price with respect to such Transferred Financing Contract; (v) the cumulative indemnification obligation of Seller under Section 12.02(a)(i) (other than with respect to the representations and warranties made in Section 4.10) and Section 12.02(a)(ii) shall in no event exceed $540,852,020.76; (vi) the cumulative indemnification obligation of Seller under Section 9.01 and Article XII shall in no event exceed an amount equal to the Purchase Price (after giving effect to any upward or downward Post-Closing Adjustment pursuant to Section 3.06); (vii) the Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (A) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (B) result from transactions or actions taken by Buyer or any of its Affiliates after the Closing that are not specifically contemplated by this Agreement or (C) are reimbursable by or collectible from any Obligors pursuant to the terms of a Transferred Financing Contract.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIlimitations in paragraph (b) below, Seller shall and, solely to the extent the Purchase Price (including the Escrow Fund and any income received thereon) is distributed by Seller to Stockholder , Stockholder, jointly and severally agree to defend, indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Buyer's Indemnified Persons from and against, and shall pay and reimburse each of them for, any and against all Losses directly or indirectly incurred by or sustained by, or sought to be imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofupon any of them: (ai) resulting from or arising out of any inaccuracy in or breach of any of the representations or warranties of (other than those in Sections 2.1, 2.2, 2.10 and 2.11) made by the Seller contained or Stockholder in or pursuant to this Agreement, the Ancillary Documents Agreement or in any certificate agreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing; (ii) resulting from or arising out of any breach of any of the representations or warranties made by Seller or on behalf Stockholder pursuant to Sections 2.1, 2.2, 2.10 and 2.11; (iii) resulting from or arising out of any breach of any covenant or agreement made by Seller or Stockholder in or pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (biv) any breach or non-fulfillment in respect of any covenant, agreement liability or obligation of Seller which Buyer has not expressly assumed hereunder, including the Retained Liabilities; (v) resulting from or arising out of any liability, payment or obligation arising out of any litigation or similar matter required to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or described on behalf of Seller pursuant to this Agreement; orSCHEDULE 2.22; (cvi) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets intentional misrepresentation or obligations breach of warranty of Seller or Stockholder or any intentional failure of its affiliates the Company or any Seller to perform or comply with any covenant or agreement of the Company or any Seller, respectively; (other than the Purchased Assetsvii) conducted, existing resulting from or arising out of any liability, payment or obligation in respect of any taxes owing by Seller or Stockholder of any kind or description (including interest and penalties with respect thereto) for all periods, or portions thereof, up to and including the Closing Date with respect thereto on the Base Balance Sheet and except as otherwise contemplated by Section 1.7 hereof; (viii) resulting from or arising out of any third party action, whether by a governmental authority or other third party for damages, including fines or penalties, or clean-up costs or other compliance costs under any Environmental Law or from the violation of any Environmental Law arising out of the operations of the Company on or prior to before the Closing Date; (ix) resulting from or arising out of any Benefit Plan; (x) resulting from or arising out of the failure to comply with the so-called "bulk sales" act applicable in the State of California in connection with this Agreement and the transactions contemplated hereby; or (xi) resulting from or arising out of any Third Party Action (including a binding arbitration or an audit by any taxing authority), that it is instituted or threatened against any of Buyer's Indemnified Persons. (b) The right to indemnification under paragraph (a) is subject to the following limitations: (i) Seller and Stockholder shall have no liability under paragraph (a) unless one or more of the Buyer's Indemnified Persons gives written notice to the Sellers asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under clauses (i), (v), (ix) and (xi) (insofar as a claim under clause (xi) relates to any matter included under clause (i), (v) or (ix)) of paragraph (a) above, a period of two (2) years from the Closing Date; (B) for claims under clauses (iii), (vii), (viii), (ix) and (xi) (insofar as a claim under clause (xi) relates to any matter included under clause (iii), (vii), (viii) or (x)) of paragraph (a) above, for so long as any claim may be made in respect of such matters under any applicable statute of limitations, as it may be extended; and (C) for claims under clauses (ii), (iv) and (vi) of paragraph (a) above, without limitation as to time; except that, for any claim based upon a covenant or undertaking which by its terms is to be performed after the Closing, then the period above shall commence on the date when such covenant or agreement should have been performed.

Indemnification by Seller. (a) Subject to the other terms and conditions provisions of this ARTICLE VIIX, except with respect to indemnification for Taxes governed by ARTICLE IX (and, for the avoidance of doubt, without duplication of Seller’s indemnification obligations thereunder), from and after the Closing, Seller shall indemnify and defend each of hold harmless Buyer and its affiliates Affiliates (including from and their after the Closing, the Transferred Entities) and each of its and its Affiliates’ respective stockholders, members, directors, officers equityholders, principals, officers, managers, partners, employees, successors and employees assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) againstfrom, against and shall hold each in respect of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred that any such Buyer Indemnified Party suffers, sustains or sustained by, incurs (whether or imposed upon, the Buyer Indemnitees based upon, not in connection with a third-party claim) arising out of, relating to or resulting from: (i) any Retained Liability; (ii) any inaccuracy in or breach of any of the representations and warranties set forth in ARTICLE IV (other than the representations and warranties set forth in Section 4.16), whether as of the Agreement Date or as of the Closing Date (or, with respect to any representations and warranties made as of a specific date, as of such date), other than the Fundamental Representations (which are addressed below), or by reason of:in any certificate delivered hereunder to the extent relating to such representations and warranties; (aiii) any inaccuracy in or breach of any of the representations or warranties of made by Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, Fundamental Representations (whether as of the date such representation Agreement Date or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for or, with respect to any representations and warranties that expressly relate to made as of a specified specific date, as of such date)), or in any certificate delivered hereunder with respect thereto to the extent relating to such Fundamental Representations, in each case other than with respect to the Asset Representations; (iv) any inaccuracy in or breach of which will be determined any of the Asset Representations (whether as of the Agreement Date or as of the Closing Date (or, with reference respect to any representations and warranties made as of a specific date, as of such date)) or in any certificate delivered hereunder with respect thereto to the extent relating to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAsset Representations; or (cv) any third-party claim based upon, resulting from breach of or arising out of the business, operations, properties, assets or obligations of failure to perform by Seller or any of its affiliates Affiliates of any of its covenants or agreements contained in this Agreement. (other than the Purchased Assetsb) conducted, existing or arising on or prior Buyer acknowledges and agrees that indemnification shall not be available with respect to any Loss to the Closing Dateextent the related Liabilities or obligations were disclosed, reflected in or reserved for or against in the Final Working Capital Statement.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE Article VII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) Affiliates conducted, existing or arising on or prior to the Closing Date, other than the Assumed Liabilities.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify indemnify, hold harmless, and defend each of Buyer and its affiliates Affiliates (including the Companies) and their respective stockholders, directors, officers and employees representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees in any way based upon, upon or arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this AgreementArticle VI); or (c) any third-party claim based uponthe ownership, resulting from management or arising out operation of the businessCompanies and their respective businesses during all periods prior to, operationsand including, properties, assets or obligations the Closing Date except (i) to the extent directly related to the day-to-day operation of Seller or the Restricted Business by any of its affiliates the Companies under the direction of the Guarantor, including without limitation for warranty claims arising in the ordinary course of the Companies’ respective businesses; (other than the Purchased Assetsii) conducted, existing or arising on or prior to the Closing Dateextent the Loss is a liability or obligation provided for in the books and records of the Company or is a Current Liability; or (iii) to the extent the Loss is Known by the Buyer at or before the time of Closing.

Indemnification by Seller. Subject to From and after the other terms and conditions of this ARTICLE VIIClosing, Seller shall indemnify indemnify, defend and defend each of Buyer and hold harmless Buyer, its affiliates Affiliates and their respective stockholders, directors, officers officers, employees, agents and employees permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”), from and against any losses, liabilities, damages, deficiencies, costs, expenses (including interest, penalties and reasonable attorneys’ fees and disbursements and costs of investigation and enforcement) (“Losses”) againstsustained or incurred by any such Buyer Indemnified Party, and shall hold each of them harmless arising or resulting from and against(collectively, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed uponitems (a) – (f), the “Buyer Indemnitees based upon, arising out of, with respect to or by reason of:Indemnifiable Matters”): (a) any inaccuracy in or breach failure of any of representation or warranty made by the representations or warranties of Seller contained in this Agreement, other than the Ancillary Documents Seller Special IP Representations and the representations and warranties contained in Section 4.10(b) (collectively, the “Seller Special Representations”) and Seller Fundamental Representations, to be true and correct on the Agreement Date and as of the Closing Date, or in the case of any certificate such representation and warranty that by its terms speaks only as of a specific date or instrument delivered dates, any failure to be true and correct on and as of such specified date or dates; (b) any failure of any Seller Special Representation in this Agreement to be true and correct on the Agreement Date and as of the Closing Date, or in the case of any Seller Special Representation that by its terms speaks only as of a specific date or dates, any failure to be true and correct on and as of such specified date or dates; (c) any failure of any Seller Fundamental Representation in this Agreement to be true and correct on the Agreement Date and as of the Closing Date, or in the case of any Seller Fundamental Representation that by its terms speaks only as of a specific date or dates, any failure to be true and correct on and as of such specified date or dates; (d) any breach of any covenant or obligation of Seller in this Agreement or any Transaction Document, except for a breach of Section 6.1(a)(iv), (v) or (vi) that occurs without actual knowledge that the failure to give the requisite notice constitutes such a breach (it being acknowledged that the foregoing shall not exclude or diminish Seller’s obligations under this Section 8.2, if any, with respect to any representation, warranty or covenant giving rise to Seller’s obligations under Section 6.1(a)(vi)); (e) any Excluded Asset or Excluded Liability; or (f) any Fraud committed by or on behalf of Seller pursuant to this Agreement, as of in connection with the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing DateTransactions.

Indemnification by Seller. Subject Seller hereby agrees to the other terms indemnify, defend and conditions of this ARTICLE VIIhold harmless Buyer, Seller shall indemnify and defend each of Buyer and its affiliates and its and their respective directors, officers, stockholders, directorspartners, officers members, employees, and employees agents (individually, a “Buyer Indemnified Party” and collectively, the “Buyer IndemniteesIndemnified Parties”), against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursement and expenses of attorneys and consultants) againstof any kind or nature whatsoever, and shall hold each but net of them harmless the proceeds from and againstany insurance policies or other third party reimbursement for such loss, and shall pay and reimburse each of them forto the extent sustained, suffered or incurred by or made against any and all Losses incurred or sustained byBuyer Indemnified Party, or imposed upon, to the Buyer Indemnitees extent based upon, arising out of, with respect to of or by reason of: in connection with: (ai) any inaccuracy in or breach of any of the representations representation or warranties of warranty made by Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate Schedule, exhibit, certificate, agreement or other instrument delivered pursuant to this Agreement; (ii) any breach of any covenant or agreement made by Seller in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of binding upon Seller pursuant to this Agreement; or (ciii) any third-party claim based upon, resulting from made by any person or arising entity to the extent the same arises out of or relates to the businessoperation of the Assets or the Business and in connection with or on the basis of events, operationsacts, propertiesomissions, assets or obligations of Seller conditions or any other state of its affiliates facts occurring on or existing before the Closing Date (other than events, acts, omissions, conditions or any other state of facts with respect to which Buyer has specifically agreed to be responsible and has been provided specific written notice by way of a Schedule attached hereto; (iv) any claim which arises in connection with any liability or obligation of Seller that is not an Assumed Liability; (v) any of the Purchased AssetsExcluded Liabilities; and (vi) conductedthe sales of inventory by Seller and its affiliate, existing or arising on or prior Iceland Health, LLC, to the Closing Datecustomer identified as NIN1000, as set forth on Exhibit 10.1 hereto. The sum of all amounts paid by Seller to Buyer pursuant to this Section 10.1 shall not exceed $1.0 million.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIISECTION 8.6, Seller shall indemnify and defend each of Buyer Purchaser and its affiliates and their respective stockholders, directors, officers and employees Affiliates (collectively, the “Buyer Indemnitees”"PURCHASER INDEMNIFIED PARTIES") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses incurred or sustained by, suffered (as incurred or imposed upon, suffered) by any of the Buyer Indemnitees based upon, Purchaser Indemnified Parties relating to or arising out of, with respect to or by reason of: of any of the following: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Date) of or inaccuracy in any representation or warranty made by Seller pursuant to this Agreement or any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement; (c) any alleged, contingent or absolute debt, claim, obligation or other Liability of Seller other than the Assumed Liabilities; (d) any and all Taxes of Seller; (e) any brokerage or finders' fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with the Acquisition; (f) the Retained Liabilities; or (g) any violation of the bulk transfers law of any state. Purchaser shall be entitled to apply any Losses indemnifiable by Seller pursuant to this SECTION 8.2 against any amounts to which Purchaser is obligated to pay to Seller, including pursuant to ARTICLE II.

Indemnification by Seller. Subject Notwithstanding Closing, and regardless of ------------------------- any investigation made at any time by or on behalf of Buyer or TWEAN or any information Buyer or TWEAN may have, and in addition to the any other terms and conditions of this ARTICLE VIIremedies that Buyer may have, Seller shall defend, indemnify and defend each of Buyer and hold Buyer, its affiliates and their respective stockholders, directorsaffiliates, officers and employees (collectivelydirectors, the “Buyer Indemnitees”) againstemployees, agents, and shall hold each representatives, and any Person claiming by or through any of them them, as the case may be, harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to of or by reason ofresulting from: (a) any inaccuracy in or breach of any of the representations or and warranties of made by Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was Transaction Document not being true and accurate in all material respects when made or as if such representation when required by this Agreement or warranty was made on any Transaction Document to be true and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy accurate in or breach of which will be determined with reference to such specified date)all material respects; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed failure by Seller pursuant to perform in all material respects any of its covenants, agreements, or obligations in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orTransaction Document; (c) any third-party claim based uponall actual or purported liabilities and obligations of Seller, resulting from and all claims and demands made in respect thereof whether or not known or asserted at or prior to Closing (except the Assumed Obligations and Liabilities), relating to the System; (d) the operation of the System prior to the Adjustment Time; (e) all obligations and liabilities arising out of or relating to the businessExcluded Assets; and (f) any liabilities relating to any non-Hired Employee asserted under any Legal Requirement or otherwise pertaining to any labor or employment matter arising out of actions occurring prior to Closing. If, operationsby reason of the claim of any third party relating to any of the matters subject to indemnification hereunder, propertiesa Lien, attachment, garnishment, or execution is placed or made upon any of the properties or assets owned or obligations leased by Buyer or any other Indemnitee under this Section, in addition to any indemnity obligation of Seller or any under this Section, Seller shall furnish a bond sufficient to obtain the prompt release thereof within five days from receipt of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Datenotice relating thereto.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, and subject to appropriation of the requisite funds by the Assembly of Seller, Seller shall shall, to the furthest extent permitted by applicable Law, indemnify and defend each of Buyer and each and all of its affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Documents, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller Excluded Asset or any of its affiliates Excluded Liability; (other than d) the Purchased Assets) conductedAssumed Environmental Liabilities, existing or arising on or to the extent, if any, that Losses incurred by Buyer in connection with the same prior to the tenth (10th) anniversary of the Closing Date exceed the amount of $25,000,000 in the aggregate, but not in any event including any Environmental Claims, Liabilities, or Losses arising directly out of any asset retirement obligations or arising solely by reason of Buyer’s ownership and operation of the Purchased Assets following the Closing Date. 82 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Nothing in this Section 8.02 shall preclude Buyer from commencing litigation to enforce the provisions of this Section 8.02 and enforcing any related judgement if the requirements for commencement of litigation in this ARTICLE VIII have otherwise been satisfied.

Indemnification by Seller. Subject to the other terms and conditions provisions of this ARTICLE VIIArticle XII, from and after the Closing, Seller shall covenants and agrees to indemnify and defend each of Buyer hold harmless Purchaser and its affiliates Affiliates (including the Company), and their respective stockholdersofficers, directors, officers managers, equityholders, employees and employees agents (collectively, the “Buyer Purchaser Indemnitees”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses Adverse Consequences incurred or sustained by, suffered by the Purchaser Indemnitees to the extent arising or imposed upon, resulting from any of the Buyer Indemnitees based upon, arising out of, with respect to or by reason offollowing: (a) any inaccuracy in or breach of of, or, with respect to a third-party claim, any of the representations alleged breach or warranties inaccuracy of, any representation or warranty of Seller set forth in this Agreement or any Transaction Document, in each case, determined without giving effect to any qualification or limitation as to materiality, Material Adverse Change or words of similar import contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made (other than with respect to (i) the terms “Material Customers” or as if such “Material Suppliers” and (ii) the representation or and warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy contained in or breach of which will be determined with reference to such specified dateSection 7.14(e)); (b) any breach or non-fulfillment of any covenantcovenant or agreement of Seller, agreement Equityholders or obligation to be performed Truline set forth herein or in any document or certificate delivered by Seller pursuant to this AgreementSeller, the Ancillary Documents Equityholder, Truline or any certificate or instrument delivered by or on behalf of Seller pursuant to their Affiliates in connection with this Agreement (excluding the Employment and Non-Compete Agreement; or); (c) any third-party claim based upon, resulting from breach of any covenant or arising out agreement of the businessCompany set forth herein or in any document or certificate delivered by the Company in connection with this Agreement, operationsin each case, properties, assets to be performed or obligations of Seller or any of its affiliates (other than complied with by the Purchased Assets) conducted, existing or arising on Company at or prior to the Closing DateClosing; (d) any Retained Liabilities; (e) any Retained Assets; or (f) the following Taxes: (i) Seller’s allocable share of any Transfer Taxes (and related out-of-pocket expenses), in each case, as determined pursuant to Section 2.9; and (ii) any Retained Taxes.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE Article VII, Seller shall indemnify and defend each of Buyer the Purchaser and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Damages incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any thirdExcluded Asset or any Excluded Liability; (d) any Third-party claim Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsTransferred Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) any Matter set forth on Schedule 7.2 of the Seller Disclosure Schedule.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the ““ Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller (other than the Fundamental Representations) contained in this Agreement, the Ancillary Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any inaccuracy in or breach of any of the Fundamental Representations of Seller contained in this Agreement as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (cd) any third-party claim Excluded Asset or any Excluded Liability; (e) any Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.; (f) the failure of any item set forth in the Closing Certificate to be accurate, true and correct in all respects as of the Closing Date, including the amounts of any Closing Indebtedness that are not reflected in the calculation of the Closing Cash Consideration; (g) the failure of the SBA Encumbrance Release to occur within the SBA Release Period; or

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer Purchaser and its affiliates Affiliates and their respective stockholders, directors, officers and employees Designated Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or the Companies contained in this Agreement, the Ancillary Documents Transaction Agreements or in any certificate or instrument delivered by or on behalf of Seller or the Companies pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents Transaction Agreements or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim based uponTransaction Expenses or Indebtedness (in each case, only to the extent not taken into account in the calculation of the Final Closing Date Purchase Price); or (d) without duplication and except (i) to the extent included in the calculation of Working Capital as finally determined pursuant to Section 1.3 or (ii) resulting from any transactions or arising out actions of Purchaser or its Affiliates (including the Companies) occurring on the Closing Date after the Closing outside the ordinary course of business, any and all Taxes (w) imposed on any of the businessCompanies for any Pre-Closing Period; (x) of any member of an affiliated, operationsconsolidated, properties, assets combined or obligations unitary group of Seller or which any of its affiliates (other than the Purchased Assets) conducted, existing Companies is or arising was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (y) of any Person imposed on any of the Companies as a transferee or successor, by contract or indemnification agreement (other than any such contract or agreement entered into in the ordinary course of business the principal purpose of which is not Taxes), or pursuant to any Law, which Taxes relate to an event, agreement or transaction occurring before the Closing; or (z) that are Transfer Taxes that the Seller is responsible for pursuant to Section 11.1(b).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this AgreementAgreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this AgreementArticle VI); (c) the Known Actions and the Known Judgments; (d) any product liability, warranty, intellectual property, tort, or breach of contract Action related to products sold in connection with the Excluded Business; (e) Actions for product or general liability arising from any incident or event that occurred prior to the Closing, subject to Section 8.03(c) and Section 8.04(c); or (cf) any third-party claim based upon, resulting from Actions covered under Seller’s or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, Company’s existing or arising on or prior to the Closing Dateemployment practices liability policy.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIArticle VII including Section 7.8, the Seller shall indemnify and defend each of Buyer the Purchaser and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Losses, incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this Agreement, the Ancillary Documents other Transaction Documents, or in any certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bii) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by the Seller pursuant to this Agreement, the Ancillary Documents other Transaction Documents, or any certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement; (iii) any Excluded Asset or any Liability of the Seller (including any Liabilities related to products sold by the Seller prior to the Closing) not expressly assumed by the Purchaser pursuant to this Agreement or any Transaction Document; or (civ) any thirdThird-party claim Party Claim based upon, resulting from or arising out of the business, operations, properties, assets assets, or obligations of the Seller or any of its affiliates Affiliates (other than including the Purchased Business and the Acquired Assets) conducted, existing existing, or arising on or prior to the Closing Date. (b) From and after the Closing, the Purchaser Indemnitees will not have the right to be indemnified pursuant to the provisions contained in Section 7.2(a) unless and until the Purchaser Indemnitees (or any member thereof) have incurred on a cumulative basis aggregate Losses in an amount exceeding $25,000 (the “Basket Amount”), whereupon the Purchaser Indemnitees (or any member thereof) will be entitled to indemnification for all Losses incurred by the Purchaser Indemnitees (or any member thereof) in excess of the Basket Amount. With respect to any claim as to which the Purchaser Indemnitees may be entitled to indemnification under Section 7.2(a), the Seller shall not be liable for any individual or series of related Losses which do not exceed $1,000 (which Losses shall not be counted toward the Basket Amount).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VI, each Seller shall shall, on a joint and several basis, indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered exhibit related thereto; (c) any Excluded Asset or any Excluded Liability; (d) the exercise by or the Studios of its rights under the Studios Settlement Agreement and related Studios Security Agreement to foreclose on behalf the Purchased Assets as a result of Seller pursuant to this (and not Buyer) being responsible for the occurrence of “strikes” under the Studios Settlement Agreement; or (ce) subject in all respects to Section 1.03(a)(vi), any third-party claim Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject to In the other terms and conditions event of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach registration of any of the representations or warranties of Seller contained in Registrable Securities under the Securities Act pursuant to this Agreement, Seller will indemnify and hold harmless each Holder participating in the Ancillary Documents 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 certificate Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or instrument delivered 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 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 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 Seller pursuant to this Agreementsuch selling Holder or its officers, as directors, stockholders or partners, or controlling persons, for use in the preparation of the date such representation Registration Statement, preliminary prospectus or warranty was made final prospectus or as if such representation amendment or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Datesupplement thereto.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle IX, Seller shall indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees Affiliates (including the Company after the Closing) (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them the Buyer Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents ; (b) any Transaction Expenses or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as Indebtedness of the date such representation Company or warranty was made or as if such representation or warranty was made on and any Company Subsidiary not paid as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Date; (bc) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; (d) any and all (i) Pre-Closing Taxes; (ii) Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Ancillary Documents Company or any certificate Company Subsidiary (or instrument delivered by or on behalf any predecessor of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets foregoing) is or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) Taxes of any Person (other than the Company or any Company Subsidiary) imposed on the Company or any Company Subsidiary as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; (e) any liability of Seller or any of its Affiliates (other than of the Company and the Company Subsidiaries), including in respect of any claim made by any former holder of any Equity Securities of Seller; or (f) any liability of the Buyer Indemnified Parties related to any claim (i) asserted by or against any officer or director of the Company with respect to the period in which they held such office prior to the Closing Date that either would be or is asserted to be indemnifiable by the Company pursuant to the indemnification provisions of the Organizational Documents of the Company or (ii) that would be or is asserted to be a covered claim under any of the Insurance Policies set forth, or required to be set forth, in Item 2 of Section 4.14 of the Disclosure Schedules with respect to an event occurring prior to the Closing Date (assuming such Insurance Policies would have remained in effect after the Closing Date and the Company, the Company Subsidiaries and the other Persons covered under any of such Insurance Policies as of the Signing Date would have continued to be covered by such Insurance Policies after the Closing Date).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle IX, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including, after Closing, each of the Group Companies) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or any Group Company in any Transaction Document, including any of the representations or warranties contained in this Agreement, the Ancillary Documents Article III or in Article IV or any certificate or instrument delivered by or on behalf of Seller or any Group Company pursuant to this Agreement, as of the date or any allegation by a third party that, if true, would constitute such representation an inaccuracy or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified datebreach, the inaccuracy in or breach of which will be determined with reference to such specified date)the; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or any of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Group Company on or prior to the Closing) pursuant to this Agreement, the Ancillary Documents any Transaction Document or any certificate allegation by a third party that, if true, would constitute such a breach or instrument delivered by or on behalf of Seller pursuant to this Agreement; ornon-fulfillment; (c) any third-party Closing Indebtedness or Transaction Expenses to the extent not set forth on the Payoff Letters or otherwise reflected in and adjusted for in the Final Closing Statement; (d) any claim based uponasserted by any Person who is or was, resulting from or arising out who claims to be or to have been, the holder of, or entitled to acquire or receive, any Shares, equity interest, option or other security of any Group Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Group Company to any past or present officers, directors, employees, former employees or independent contractors of any Group Company (whether under Law, any Organizational Document, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against such past or present officers, directors, employees, former employees or independent contractors which (i) are asserted on or prior to the businessClosing Date or (ii) arise or are based, operationsin whole or in part, propertieson any events, assets activities or obligations of Seller actions occurring on or any of its affiliates (other than prior to the Purchased Assets) conducted, existing Closing Date or arising conditions caused or contributed to on or prior to the Closing Date; (f) any (i) Environmental Claim based upon or arising out of any action, inaction, event, failure to act, circumstance or condition occurring or existing (including, in each case, with or without notice or lapse of time or both) on or prior to the Closing Date, (A) which is not instituted by a Buyer Indemnitee from or as a result of its own independent investigation or independent action, in each case, absent an affirmative obligation under any Environmental Law, Environmental Notice, Environmental Permit to make such an investigation or take such an action (in the case of such an obligation any such Environmental Claim shall be included in this clause (i), or (B) which is required by, imposed by, initiated by, or otherwise necessary or appropriate to comply with any Environmental Law, Environmental Notice, Environmental Permit or any request or requirement of a Governmental Authority (regardless of whether required by, imposed by, initiated by, a Buyer Indemnitee or otherwise) or (ii) presence or Release of any Hazardous Material (A) on, at, to or from any property currently owned, operated or leased by any Group Company, (B) on, at, to or from any property formerly owned, operated or leased by any Group Company during the time of any Group Company’s (or any other Person’s to the extent such Person would qualify as a Group Company at such time) ownership, operation or lease of such property, or (C) on, at, to or from any location where Hazardous Materials were disposed of, transported to or transferred by or on behalf of any Group Company on or prior to the Closing Date and, in each case, any subsequent migration of such Hazardous Materials; provided, however, that Losses pursuant to this Section 9.02(f) shall not include any Loss suffered by Buyer or the Company based upon or arising out of an Environmental Claim with respect to the property located at 000 Xxxx 00xx Xxxxxx, Xxxxxxx XX 00000; (g) any Action set forth on, or required to be set forth on, Section 3.16(a) of the Disclosure Schedules; (h) any breach of the Confidentiality Agreement or the Letter Agreement by Seller, any Group Company, or any of their respective Representatives to the extent such breach is based upon, relating to or arising out of events, actions or failures to act occurring on or prior to the Closing; (i) any Excluded Asset; (j) the Reorganization; provided, however, that Losses pursuant to this Section 9.02(j) shall not include any Loss suffered by Buyer or the Company as a result of the failure of the purchase of the Company stock by Buyer to be treated as the purchase of the Company assets for federal and state income tax purposes pursuant to Section 1361 of the Code, including any Loss attributable to the failure of the transaction to result in a step up in basis of the Company assets for federal and state income tax purposes; or (k) any Action relating to any matter referred to in clauses (a) through (j) above (including any Action commenced by any Buyer Indemnitee for the purpose of enforcing its rights under this Agreement, including this Article IX).

Indemnification by Seller. Subject to the other terms From and conditions of this ARTICLE VIIafter Closing, Seller shall indemnify and defend each of Buyer and its affiliates and hold Buyer, the Company, the Company Subsidiaries and/or their respective stockholdersshareholders, directors, officers and employees (collectivelyofficers, the “Buyer Indemnitees”) againstemployees, and shall hold each of them agents, successors and/or assigns harmless from and against, and shall pay and reimburse each of them for, against any and all Losses in excess of the amount, if any, reserved or deducted for a particular matter in the Closing Price Documents (including any costs of environmental remedies or cleanup) suffered or incurred by any of them which result from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising arise out of, with respect to or by reason of: (a) any Any inaccuracy in or breach of any of the representations or warranties of the Company or the Seller contained made in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any Any breach or non-fulfillment nonperformance of any covenantof the covenants or other agreements made by Seller or, agreement or obligation only with respect to obligations thereunder required to be performed by Seller prior to or as of the Closing, the Company in or pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) Except for claims for Taxes (which shall be governed by Article VIII hereof) and claims relating to any third-party violation of Environmental Laws (which shall be governed by Sections 9.1(a), 9.1(e) and 9.1(h)) or covered by the representations and warranties set forth in Section 3.18 (which shall be governed by Sections 9.1(a), 9.1(e) and 9.1(h)), any claim by any Governmental Authority or any other Person based upon, resulting from alleging or arising out of any act, omission or occurrence by or relating to the businessCompany and/or the Company Subsidiaries as of or before the Closing, operationsincluding, propertieswithout limitation, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing such Loss relating to or arising out of any claim for nonperformance or breach of Contract or warranty, worker's compensation or unemployment compensation, any product liability or personal injury or property damage, any violation of wage hour Laws and/or employee welfare and safety Laws, any violation of employment discrimination Laws, any claim under any Plan relating to events on or before the Closing Date, and/or any claim for infringement relating to the Company's and/or any Subsidiary's use of any Intellectual Property prior to the Closing Date; (d) Any Taxes to the extent provided in Article VIII; (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Closing; or (ii) any condition existing or Release occurring on or under any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, or (B) resulting from any action or inaction occurring or any condition created prior to the Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(e), other than any Losses arising out of, attributable to, or resulting from matters, facts or circumstances disclosed in Section 3.18 of the Company Disclosure Schedule; (f) The operations and/or disposition of the Canadian Subsidiary and/or French Subsidiary prior to, at or after the Closing; (g) The Covered Litigation (provided that Seller shall be permitted to defend the Covered Litigation and shall have authority to resolve the Covered Litigation, subject to the provisions set forth in Section 9.4 hereof); and (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Closing; or (ii) any condition existing or Release occurring on or under any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, or (B) resulting from any action or inaction occurring or any condition created prior to the Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(h), only to the extent such Losses arise out of, are attributable to, or result from matters, facts or circumstances disclosed in Section 3.18 of the Company Disclosure Schedule (including in the ERM Reports (as defined in the Company Disclosure Schedule)), and then only for one half of any such Losses.

Indemnification by Seller. Subject From and after the Closing (but subject to the other terms and conditions of this ARTICLE VIISection 10.1), Seller shall hold harmless and indemnify and defend each of Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Purchaser Indemnitees from and against, and shall pay compensate and reimburse each of them the Purchaser Indemnitees for, any Damages that are sustained or incurred at any time by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and all Losses incurred that arise from or sustained byare a result of, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofare connected with: (ai) any inaccuracy in or breach of any of representation or warranty made by Seller or the representations or warranties of Seller contained Company in this Agreement, Agreement (without giving effect to (A) any materiality or similar qualification limiting the Ancillary Documents or in any certificate or instrument delivered by or on behalf scope of Seller pursuant to this Agreement, as of the date such representation or warranty was or (B) subject to the proviso of Section 5.3, any update of or modification to the Disclosure Schedule made or as if such representation or warranty was purported to have been made on and as or after the date of this Agreement) or the Seller Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Certificate; (bii) any breach or non-fulfillment of any covenantcovenant or obligation of Seller or, agreement in the case of any covenant or obligation to be performed by Seller pursuant at or prior to the Closing, any Acquired Company in this Agreement, the Ancillary Documents ; (iii) any Fraud by any Acquired Company or any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementSeller; or (civ) regardless of the disclosure of any matter set forth in the Disclosure Schedule, (A) any thirdLiability for any Tax of any Acquired Company for any Pre-party claim based uponClosing Tax Period, resulting from (B) any and all liability for payment of amounts described in clause (A) of this section whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or unitary group prior to the Closing DateDate or otherwise through operation of law, (C) Taxes which Seller is responsible for pursuant to Section 6.4(b); and (D) Taxes attributable to a breach of Section 6.4(d).

Indemnification by Seller. Subject to the other terms Each Seller, jointly and conditions of this ARTICLE VIIseverally, Seller shall indemnify indemnify, defend, and defend each of Buyer and hold harmless Buyer, its affiliates Affiliates and their respective stockholderssuccessors and permitted assigns, and the officers, directors, officers managers, members, partners, stockholders, owners, employees, agents and employees representatives of each of the foregoing, and their heirs and personal representatives (collectively, the “Buyer Indemnitees”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them forto the Buyer Indemnitees the amount of, any and all Losses incurred or sustained by, or imposed upon, of the Buyer Indemnitees based upon, arising out of, with respect to from or by reason of: in connection with: (a) any breach of or inaccuracy in or breach of any of the representations or and warranties of Intasco, Intasco USA or any other Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate Related Document (including the Schedules and Exhibits attached hereto or instrument thereto and the certificates delivered by pursuant hereto or on behalf of Seller pursuant to this Agreement, thereto) as of the date such representation Agreement Date or warranty was made or as if such representation or warranty was made on and as of the Closing Date (as though made at such time except for that those representations and warranties that expressly relate to address matters only as of a specified particular date, other than the inaccuracy in Agreement Date or breach the Closing Date, must be true and correct as of which will such date ) (it being agreed that solely for the purposes of this Section 9.3, such representations and warranties shall be determined with reference interpreted without giving effect to such specified dateany limitations or qualifications as to “materiality” including, without limitation, the words “material”, “Material Adverse Effect” or any other materiality qualifications); ; (b) any breach of the covenants or non-fulfillment agreements of any covenantIntasco, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents Intasco USA or any certificate other Seller contained in this Agreement or instrument any Related Document (including the Schedules and Exhibits attached hereto or thereto and the certificates delivered by pursuant hereto or on behalf of Seller pursuant to this Agreementthereto); or (c) all Indemnifiable Claims, Indemnified Taxes and Indemnifiable Liabilities, (d) operations of the Business up to the Closing and (e) any third-party claim based uponclaims, resulting from Actions or Liabilities, pending or threatened at any time, attributable or relating to or arising out of from the businessReorganization, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conductedtransactions effected thereby or any of the documents, existing instruments or arising on or prior to the Closing Dateagreements prepared in connection therewith.

Indemnification by Seller. Subject to the other terms and conditions provisions of this ARTICLE VIIArticle IX, Seller shall indemnify and defend each of Buyer following the Closing, Purchaser and its affiliates Affiliates, and their respective stockholdersofficers, directors, officers employees, agents, successors and employees assigns (collectivelyeach, the a “Buyer IndemniteesPurchaser Indemnified Party”) againstshall be indemnified and held harmless by Seller for and against all losses, Liabilities, damages, claims, costs and shall hold each of expenses, interest, awards, judgments, fines, fees, obligations and penalties (including reasonable attorneys’ and consultants’ fees and expenses) suffered, sustained or incurred by them harmless from and against(hereinafter, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upona “Loss”), arising out ofof or resulting from, with respect to or by reason of: without duplication: (a) any inaccuracy in or breach by Seller of any of the representations representation or warranties of warranty made by Seller contained in this Agreement, which shall be deemed made on the Ancillary Documents date hereof and the Closing Date (other than any representation or in any certificate or instrument delivered by or warranty that expressly relates to a specific date, which representation and warranty shall be made on behalf of the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Agreement, as Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the basis of the date such a breach of any representation or warranty was made contained in Section 7.01 (Tax Representations) other than the representations and warranties contained in the second sentence of Section 7.01(e), Section 7.01(h), and Section 7.01(k)), (b) the breach of any covenant or as agreement contained in this Agreement requiring performance by Seller or any Company (prior to Closing), (c) Excluded Taxes, (d) an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of Seller or any Company (other than covenants to be performed by a Company after the Closing unless performed at the direction and control of Seller, if such representation and to the extent so exercised by the Seller) contained in this Agreement or warranty was made on and any other document contemplated hereby, (e) any Retained Assets, (f) any Liability, whether known or unknown as of the Closing Date, with respect to the operation of the Business or the Companies prior to the TBA Effective Date (except whether such claim or Action is brought by a third party or otherwise), other than to the extent any such Loss arises under any Contract (other than under any Contract for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach any prior sales of which will be determined with reference to such specified date); (b) business units by any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents Company or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or Losses arising out of the business, operations, properties, assets or obligations resulting from any breach of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or Contract by any Company prior to the Closing TBA Effective Date), (g) any Third Party Claim to the extent of any punitive damages award where such Third Party Claim arises out of or results from the operation or conduct of the Business or the Companies prior to the TBA Effective Date and any Environmental Liability, and (h) any Environmental Liability.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIXI, from and after Closing, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, Agreement that by its terms is to be performed by Seller after the Ancillary Documents Closing Date (including Seller’s covenants in Section 6.11 and Section 7.01 VII); (b) any inaccuracy in or any certificate or instrument delivered breach by or on behalf the Seller of Seller pursuant to this Agreement; orthe Fundamental Representations; (c) any third-party claim based upon, resulting from Seller Transaction Expenses or arising out Indebtedness of the businessCompany outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.03 as finally determined; (d) any (A) Taxes of the Company, operationsSeller, properties, assets or obligations of Seller or any of its affiliates (Affiliate thereof with respect to any Pre-Closing Tax Period other than Transfer Taxes, (B) Taxes for which the Purchased AssetsCompany becomes liable by reason of (1) conductedbeing a member of an affiliated, existing combined, consolidated, or arising on or unitary group at any time prior to the Effective Time, including under Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of foreign, state or local Tax Law) or (2) being a successor-in interest or transferee of any other Person, by Contract, or pursuant to any applicable Law, which Taxes relate to an event or transaction occurring prior to the Effective Time, or (C) Taxes attributable to any breach or inaccuracy in any representation or warranty made in Section 4.21; or (D) any Transfer Taxes for which Seller is responsible pursuant to Section 7.01(c); notwithstanding the foregoing, such Taxes shall not include any Taxes included in Closing Date.Working Capital or otherwise taken into account in calculating the adjustments to Purchase Price described in Section 2.03 as finally determined; or

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE ‎Article VII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:of (each, a “Seller Indemnifiable Matter”): (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller any Selling Party or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (other than any Loss already taken into account in the Post-Closing Adjustment pursuant to Section 2.07) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (ciii) any third-party claim Excluded Asset or any Excluded Liability; (iv) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Business, the Purchased AssetsAssets or the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; (v) any Liabilities of the UK Subsidiary or the UK Buyer arising from any Actions set forth in Section 4.18(a) of the Disclosure Schedules; and (vi) any Liabilities of the UK Subsidiary or the UK Buyer arising from such matters set forth on Section 8.02(a)(vi) of the Disclosure Schedules. (b) With respect to the UK Subsidiary, Seller shall pay to the UK Buyer an amount equal to: (i) any UK Subsidiary Tax Liability of the UK Subsidiary arising in respect of or in consequence of an Event which occurred on or before the Closing (or in respect of any period on or before); and (ii) all reasonable costs and expenses properly incurred and payable by the UK Subsidiary or the UK Buyer in connection with any UK Subsidiary Tax Liability for which a claim may be successfully made under this Section 8.02(b) or in connection with any action taken in taking, defending or settling any successful claim under this Section 8.02(b). For the avoidance of doubt, Seller’s obligations to make payments to UK Buyer pursuant to this Section 8.02(b) shall be reduced by any amount paid by Seller to any Buyer Indemnitee pursuant to Section 8.02(a) for the same UK Subsidiary Tax Liability. (c) The covenant in Section 8.02(b) and the representations and warranties in Section 4.24 shall not apply to the extent that: (i) provision, reserve or allowance (including any provision for deferred tax) specifically in respect of that liability was made in the Closing Working Capital Statement or the UK Subsidiary Tax Liability was otherwise taken into account or reflected in the Closing Working Capital Statement or payment or discharge of such amount was reflected in the Closing Working Capital Statement; or (ii) such liability to UK Subsidiary Tax arises or is increased wholly or partly as a result any change in the law (including any change in the rates of UK Subsidiary Tax) or any change in the published practice of general application of any relevant Tax Authority, in each case announced and occurring after Closing; or (iii) any Relief arising on or before Closing is available to the UK Subsidiary to set against, or otherwise mitigate or eliminate, the liability to UK Subsidiary Tax; or (iv) the liability to UK Subsidiary Tax arises or is increased as a result of any change made after Closing to the accounting periods or the accounting basis, policy, practice or approach of the UK Subsidiary, except where the change is necessary to conform the UK Subsidiary’s accounting policies with generally accepted accounting practice; or (v) the liability would not have arisen but for any voluntary action, transaction or omission on the part of the US Buyer, the UK Buyer or the UK Subsidiary after Closing, which could reasonably have been avoided and which was outside the ordinary course of business, except that this exclusion shall not apply where any such action, transaction or omission is carried out or effected by the US Buyer, the UK Buyer or the UK Subsidiary: (A) pursuant to a legally binding commitment created on or before Closing; or (B) at the specific written request of the Seller; or (vi) the liability to UK Subsidiary Tax arises or is increased as a result of the failure by the Buyer to comply with any of its obligations under this Agreement; or (vii) the liability to UK Subsidiary Tax would not have arisen or would have been reduced or eliminated but for: (A) the making of a claim, election, surrender or disclaimer or the giving of a notice or consent or the doing of any other thing after Closing by Buyer or the UK Subsidiary or any other person connected with any of them (unless any provision or reserve for tax in the Closing Working Capital Statement is computed on the basis that such action will be taken); or (B) the failure or omission on the part of Buyer or the UK Subsidiary or any other person connected with any of them to make any valid claim, election, surrender or disclaimer or give any notice or consent or do any other thing the making, giving or doing of which was taken into account in computing any provision or reserve for tax in the Closing Working Capital Statement. (d) With respect to, “UK Subsidiary Tax Liability” means: (A) any liability to make an actual payment or increased payment of UK Subsidiary Tax or on account of or in respect of UK Subsidiary Tax (whether or not such liability is a primary liability of the UK Subsidiary and whether or not the Person so liable has or may have any right of indemnity or reimbursement against any other person) whether or not such liability has been discharged before Closing (the amount of such UK Subsidiary Tax Liability is the amount of the payment or increased payment of or in respect of the UK Subsidiary Tax) and (B) the use, setting off or deduction in whole or in part of any Relief arising to the UK Subsidiary in respect of any period (or part of any period) or Event occurring or deemed to occur after Closing against income, profits or gains earned, accrued or received on or before Closing or in respect of any period ended on or before Closing or against any UK Subsidiary Tax arising in respect of an Event occurring on or before Closing or in respect of any period ended on or before Closing where the use, setting off or deduction of that Relief has the effect of reducing or eliminating a liability of the UK Subsidiary to pay UK Subsidiary Tax which would, but for such use, setting off or deduction, have given rise to a claim by the UK Buyer against the UK Subsidiary. The amount of such UK Subsidiary Tax Liability is the amount of UK Subsidiary Tax which has been saved by the UK Subsidiary as a result of the use, set off or deduction of the Relief.

Indemnification by Seller. (a) Subject to the other terms and conditions of this ARTICLE VIIArticle X, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates, including the Company, and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this AgreementAgreement (other than in respect of Section 2.09, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article XI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (bii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article XI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to Article XI). (b) for purposes of this Agreement; orArticle X, any breach or inaccuracy of the Company’s or the Seller Party’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller Party’s Knowledge”). (c) Notwithstanding any third-party claim based uponother provision of this Article X, resulting from or arising out of Seller and the business, operations, properties, assets or obligations of Seller or Company shall not have any of obligation to Buyer and its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Affiliates pursuant to the Closing Dateprovisions of this Section 10.02 based on any alleged Title Defect that is discovered by Buyer after Closing, nor for any notice related to any Title Defect that is delivered to Seller after the Closing.

Indemnification by Seller. Subject to the other terms Seller and conditions of this ARTICLE VII, Seller its shareholders shall jointly and severally indemnify and defend each of Buyer and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers officers, shareholders, employees and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless agents from and against, and shall pay and reimburse each against any Loss which arises out of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofresults from: (a) any inaccuracy in or breach of any covenant of Seller, or the representations inaccuracy or warranties untruth of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was of Seller, made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)herein; (b) any breach or non-fulfillment taxes, assessments and other governmental charges of any covenantkind or nature whatsoever, agreement including without limitation any withholding, social security or obligation unemployment levies, arising out of, or payable with respect to, Seller's business operations through the Closing Date; (c) any claim arising out of or based on any act, omission of Seller or its directors, officers or employees or circumstance relating to Seller's business arising before the Closing Date; (d) any claim of infringement or violation of the intellectual property rights of a third party or failure of Seller to be performed by the owner of the intellectual property included in the Acquired Assets or otherwise to have good title or valid rights to the Acquired Assets; (e) any claim or cause of action alleging liability related to any past agreement with any of Seller's employees or independent contractors, any agreement between Seller pursuant and any third party relating to this Agreementthe Acquired Assets, the Ancillary Documents or any certificate claim by a third party arising out of or instrument delivered relating to the matters set forth in the Disclosure Letter; (f) any claim or cause of action by or on behalf of a creditor of Seller pursuant asserting liability against Buyer, as purchaser of the Acquired Assets, or seeking to this Agreement; orimpose any lien or any other encumbrance upon any of the Acquired Assets, for obligations of Seller; (cg) any third-party claim based upon, resulting from or Loss arising out of or relating to any pilot, pre-clinical, clinical or other studies or trials or other use by any person of the businessAcquired Assets authorized by or conducted by, operations, properties, assets for or at the request of Seller relating to any of the Acquired Assets; and (h) any expenses in excess of Five Thousand Dollars ($5,000) that are incurred by Buyer to obtain consents of third parties to assignment of or transfer the Acquired Assets. The indemnity obligations of the Seller's shareholders hereunder shall in no event exceed the amounts paid to Seller or hereunder (with respect to shares, valued based on the market price on the date received by Seller), plus any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Dateamounts that may be withheld pursuant Section 11.4.

Indemnification by Seller. Subject to the other terms Section 7.3 and conditions of this ARTICLE VIISection 7.4, from and after Closing, Seller shall indemnify and defend each of Buyer hold harmless Purchaser and its affiliates directors, employees, officers, Representatives and Affiliates (including the Genesis Companies) and their respective stockholders, directors, officers successors and employees permitted assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) againstfrom, against and shall hold each in respect of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, which Purchaser suffers arising out of, with respect to of or by reason ofincurred as a result of any of the following: (a) the breach of, or any inaccuracy in in, any representation or breach of any warranty, as of the date hereof or as of the Closing Date, other than the representations or and warranties set forth in Section 3.10 of this Agreement (collectively, the “Tax Representations”) (or, with respect to any representation and warranty made as of an earlier date, as of such earlier date), of Seller contained in this Agreement, the Ancillary Documents herein (or in any certificate or instrument delivered provided by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any the breach or non-fulfillment violation of any covenant, obligation or agreement of Seller or obligation the Company in this Agreement (and, with respect to the Company, required to be performed by prior to Closing), other than any covenant, obligation or agreement of the Seller pursuant in this Agreement relating to this AgreementTaxes (collectively, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or“Tax Covenants”); (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising Transaction Expenses not discharged on or prior to the Closing; (d) any ERISA Affiliate Liability; (e) failure to properly treat the employees of the Genesis Companies as employees of a single employer (with Seller and its other ERISA Affiliates) when applicable for purposes of Section 414 of the Code (including for purposes of nondiscrimination testing under the Company 401(k) Plans); (f) the Loan Repayments and Contributions or the Redemption; or (g) (i) any Liabilities of Enterprises and (ii) any Liabilities of Americas or Holdings, which were incurred by Americas or Holdings prior to the Closing Dateor which relate to any transactions, actions or inactions of, or any events, facts or circumstances relating to, Americas or Holdings, which, in each case, occurred or arose prior to the Closing.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle 8, Shareholders, (as to Pxxxxxxxxx severally and not jointly as related to the other Shareholders and in the amount of and limited to eighteen and eight tenths percent (18.8%), and as to the other Shareholders, severally and not jointly as related to Pxxxxxxxxx but jointly and severally among such other Shareholders, and in the amount of and limited to eighty one an two tenths percent (81.2%)), and Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to Section 3.2(a) of this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Shareholders pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orAgreement or any Transaction Document; (c) any third-party claim Excluded Asset or any Excluded Liability; (d) any “Environmental Compliance Issues” and “Safety Compliance Issues” identified in the Environmental Report, and any Environmental Claim arising out of or relating to the Business or Purchased Assets related to activities, circumstances or conditions in existence on or prior to the Closing Date; or (e) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller Seller, Shareholders or any of its affiliates their Affiliates (other than the Purchased AssetsAssumed Liabilities) conducted, existing or arising on or prior to the Closing Date. For the avoidance of doubt, for purposes of Section 7.2(a), Losses shall include any inaccuracy of Seller’s representation in Section 4.20(c), but shall not include any failure of Buyer from and after the Closing Date to properly classify and characterize employees whether in reliance upon Seller’s past practice or otherwise.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE Article VII, from and after the Closing Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, Agreement as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) subject to Section 7.04, any third-party claim based upon, resulting from Liability or arising out Loss of the business, operations, properties, assets Company with respect or obligations of Seller attributable to any period (or any of its affiliates (other than the Purchased Assetsportion thereof) conducted, existing or arising ending on or prior to the Closing Date; provided, however, that Seller shall only be responsible to such Buyer Indemnitee for Seller’s pro rata share (which shall be 52.63% based on its beneficial ownership of the Shares) of such Liability or Loss.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, the Seller shall Parties shall, jointly and severally, indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any third-party claim based upon, resulting from Excluded Asset or arising out any Excluded Liability; (d) the ownership or use of the businessPurchased Assets or the Premises, operationsor the operation of the Business, properties, assets at or obligations of Seller or any of its affiliates before Closing; or (other than e) the Purchased Assets) conducted, existing or arising on or prior to the Closing DateNotice.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any thirdExcluded Asset or any Excluded Liability; or (d) any Third-party claim Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conductedconducted , existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any thirdExcluded Asset or any Excluded Liability; (d) any Third-party claim Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) any claim against Buyer or its affiliates by any holder of a lien against the Purchased Assets by Cobalt Funding Solutions and New Co Capital Group VI LLC.

Indemnification by Seller. Subject Seller agrees to the other terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of hold Buyer and its affiliates and their respective stockholders, directors, officers and employees (collectively, the “any Person directly or indirectly controlling or controlled by Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred that they suffer, incur or sustained by, or imposed upon, the Buyer Indemnitees based upon, sustain arising out of, with respect to of or by reason ofattributable to: (a1) subject to the relevant Survival Period, any breach of representation or warranty of Seller or Seller Parent contained in this Agreement or schedule, certificate or other document delivered pursuant hereto or any of the other Transaction Agreements; PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (2) any inaccuracy breach of a covenant or agreement on the part of Seller or Seller Parent or the failure of Seller or Seller Parent to perform any agreement, covenant or obligation of Seller or Seller Parent, in each case contained in this Agreement or any of the Transaction Agreements; (3) any Taxes, including interest and penalties, required to be paid by Seller or its successors, which related to Seller’s Assets, Branches or Premises at or prior to Closing; or (4) any Excluded Liability, Excluded Asset or Excluded Deposit. For purposes of determining the amount of any Losses resulting from, relating to or arising out of a breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement any such representation, warranty or obligation to covenant that is qualified by Material Adverse Effect, materiality or similar qualifier (including dollar thresholds) shall be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Dateread and given effect as if no such qualifier is contained therein.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVI, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any third-party claim Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject to the other terms and conditions provisions of this ARTICLE VIIArticle 9, Seller shall indemnify shall, subject to the provisions of this Article 9, indemnify, defend and defend each of Buyer and its affiliates hold harmless Purchaser, Newtek and their respective stockholderssuccessors and assigns, and any of their officers, directors, officers employees, members, agents and employees Affiliates, including Company (collectively, all of the foregoing are collectively referred to as the “Buyer IndemniteesIndemnified Purchaser Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in Loss suffered or sustained by any Indemnified Purchaser Party or to which any Indemnified Purchaser Party becomes subject to as a result of any breach of any of representation or warranty on the representations part Company or warranties of Seller contained in this Agreement, any Transaction Document or any certificates required by the Ancillary Documents terms hereof to be delivered by any of them; and (b) any Loss which any Indemnified Purchaser Party may suffer, sustain or become subject to as a result of, in connection with, attributable to or resulting by virtue of: (i) any Liability of or Claim against Seller or any Liability of or Claim against Company relating to the operation of the merchant cash advance business prior to the Closing Date whether or not incurred prior to the Closing; (ii) any breach or non-fulfillment or non-performance of any covenant or agreement of Company or Seller contained in this Agreement, any Transaction Document or in any certificate certificate, document or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of or Company at the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Closing; (biii) any breach claim by a holder or non-fulfillment former holder of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents equity Securities of Company or any certificate predecessor entity (the “Predecessor Entities”), or instrument delivered by any other Person based upon: (A) ownership or on behalf rights of Seller pursuant ownership to this Agreementany equity Securities of Company or any Predecessor Entity; or(B) any rights as a member, shareholder or option holder, as applicable, of Company or any Predecessor Entity; or (C) any rights under the Organizational Documents of Company or any Predecessor Entity, as applicable; (civ) any third-party claim based upon, resulting from Liability or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising Claim for Taxes imposed on or prior relating to (A) Company with respect to any taxable period or portion thereof ending on or before the Closing Date, (B) another Person for which Company has Liability under Law, (C) Company as a transferee or successor, by Contract or otherwise, and (D) Taxes of the Seller, including by reason of Section 7.4(c); and (v) any Liability or Loss relating to any severance or change of control payments or bonuses owed to any officers, Employees or consultants of Company or an Affiliate arising as a result of the Contemplated Transactions.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle 11, Seller (together with their successors and assigns, each, an “Indemnifying Person”) shall on a joint and several basis, indemnify and defend each of Buyer and its affiliates hold harmless Acquiror, the Company, and their respective stockholdersmanagers, directors, officers officers, employees, agents, representatives, equityholders and employees subsidiaries, and each Person, if any, who controls or may control Acquiror or any of its subsidiaries within the meaning of the Securities Act or the Exchange Act (collectively, the each hereinafter referred to individually as an “Buyer IndemniteesAcquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Acquiror Indemnified Persons based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Seller or Company contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Disclosure Schedules; (bii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Company and/or Seller pursuant to this Agreement; (iii) any Transaction Expenses that have not been paid as of the Closing Date to the extent not deducted in the calculation of the Purchase Price; (iv) any Company Debt as of the Closing Date; (v) all Taxes and all Losses related thereto: (i) that are Pre-Closing Taxes; (ii) resulting from a breach of any representations and warranties set forth in Section 3.7; and (iii) of or attributable to Seller or their Affiliates (for this purpose, excluding the Ancillary Documents Company and the Company Subsidiaries for taxable periods (or portions thereof) beginning after the Closing Date); (vi) any breach of or default in connection with any of the covenants or agreements made by the Company or Seller in this Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant to other documents referenced in this Agreement; or (cvii) any third-party claim based upon, resulting from fraud or arising out gross negligence committed by or any intentional misrepresentation made by or on behalf of the business, operations, properties, assets Company or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior to the Closing Datea “Fraud Claim”).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVI, from and after Closing, Seller Parties shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) any inaccuracy in or breach of any of the representations or warranties of Seller Parties contained in this Agreement, the Ancillary Documents any other Transaction Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller Parties pursuant to this Agreement, the Ancillary Documents any other Transaction Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreement; orexhibit related thereto; (c) any thirdExcluded Asset or any Excluded Liability; or (d) any Third-party claim Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third-Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify indemnity and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees indemnitees based upon, arising out of, with respect to or by reason of: (a) : any material inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) ; any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or any Excluded Asset or any Excluded Liability (c) including any third-party claim Liability under the WARN Act resulting from employment Losses pursuant to Section 6.05 or otherwise whether prior to, on or after the Closing Date); or any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Seller. Subject From and after the Acquisition Date and subject to the other terms and conditions limitations of this ARTICLE VIIArticle 7, Seller shall indemnify and defend each of hold Buyer and its affiliates “Affiliates” (defined as any other person that directly or indirectly controls, is controlled by or is under common control with Buyer), its and their respective stockholderssuccessors and assigns, and in each such case its and their respective present or former directors, officers trustees, officers, shareholders, employees and employees agents (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses losses at any time incurred or sustained byby any Buyer Indemnified Party in connection with, or imposed uponresulting from, the Buyer Indemnitees based upon, arising out of, with respect related to or by reason ofarising from: (a) any inaccuracy in or material breach by Seller of any of the its representations or warranties (with materiality determined, where applicable, by reference to the purchased contract that is the subject of Seller contained the relevant representation or warranty) in this Agreement, the Ancillary Documents Assignment and Assumption Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to other agreement entered into in connection with this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment nonfulfillment of any covenant, agreement or obligation covenant (in each case with materiality determined, where applicable, by reference to the purchased contract that is the subject of the relevant agreement or covenant) to be performed by Seller pursuant to this Agreement, the Ancillary Documents Assignment and Assumption Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to other agreement entered into in connection with this Agreement; or; (c) any third-claim by an obligor or a third party in connection with Seller’s making or collecting loans or performing any transactions under the applicable transaction documents prior to or at the Acquisition Date; or (d) any failure by Seller to pay or perform, or any claim based uponagainst a Buyer Indemnified Party by a third party that, resulting from or arising out if successful, would give rise to, any of the businessExcluded Obligations. Notwithstanding anything to the contrary contained in this Agreement, operationsSeller has made no representations or warranties, propertiesand therefore provide no indemnification, assets regarding: (i) the creditworthiness, solvency or obligations financial ability of Seller any obligor or guarantor or any other obligor, including any pledgor, any letter of credit issuer or insurer to pay or to perform any of its affiliates (other than liabilities or obligations with respect to the Purchased AssetsAssets and Assumed Obligations, or (ii) conducted, existing any obligor’s or arising on guarantor’s paying or prior performing pursuant to the Closing Dateterms of any purchased contract.

Indemnification by Seller. Subject From and after the Closing Date (and from and after the date of this Agreement with respect to Section 10.2(f)), Seller shall, subject to the other terms and conditions provisions of this ARTICLE VIIArticle X, Seller shall indemnify indemnify, defend and defend each of Buyer and its affiliates hold harmless the Purchaser Parties, Investor B and their respective stockholdersAffiliates, shareholders, members, partners, officers, directors, officers employees and employees agents (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses that may be suffered or incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, by any Purchaser Indemnitee arising out of, with respect to resulting from or by reason ofrelating to: (a) any the inaccuracy in or breach of any Seller Property Representation as of the representations date of this Agreement or warranties as of the Closing Date (or, in the case of any such representation or warranty that is expressly limited by its terms to the date hereof or another date, the inaccuracy as of such date), provided that each such representation or warranty shall be read disregarding any Seller Material Adverse Effect, materiality or similar qualification; (b) the inaccuracy of any Seller Entity Representation as of the date of this Agreement or as of the Closing Date (or, in the case of any such representation or warranty that is expressly limited by its terms to the date hereof or another date, the inaccuracy as of such date), provided that each such representation or warranty shall be read disregarding any Seller Material Adverse Effect, materiality or similar qualification (other than in the case of clause (ii) of Section 3.7(b)); (c) the inaccuracy, as of the date of this Agreement or the Closing Date, of any Special Seller Representation; (d) the failure by Seller to perform or fulfill any covenant or agreement of Seller contained in this Agreement; (e) the Indebtedness issued by SUSA pursuant to an Indenture, dated November 6, 1996, between SUSA and The First National Bank of Chicago; (f) Claims asserted by any Outside Partners of SUSA or New SUSA by reason of — (i) the LP Offer, including Claims arising from any Restraint issued with respect to the LP Offer and Claims relating to or arising in connection with the information contained in the Transaction Information Statement (including information regarding tax matters contained therein); provided that Seller shall not have any liability with respect to Claims relating to or arising in connection with violations or alleged violations of the US federal or state securities Laws by Investor A in connection with the LP Offer or as a result of or arising from any action taken or failed to be taken by Investor A in connection with or relating to the LP Offer and in respect of any information included or incorporated by reference in the Confidential Private Offering Memorandum, including any documents or information incorporated by reference therein, other than information provided to Investor A in writing by the Seller for inclusion in the Confidential Private Offering Memorandum; or (ii) any actions taken or failed to be taken by any Seller Group Entity prior to or at the Closing, including any Claims regarding the Tax consequences of the Transactions (including transactions contemplated by the Reorganization Agreement), to Outside Partners of SUSA or New SUSA. (g) Payments required under any Tax Protection Agreement by reason of actions taken or failed to be taken by any Seller Group Entity either prior to the Closing or at the Closing, including without limitation any actions taken by any Seller Group Entity in connection with the Restructuring, the Ancillary Documents Distribution Transaction or in any certificate the other transactions and events contemplated by Exhibit C or instrument delivered the Reorganization Agreement; (h) the California Litigation; (i) payments of Taxes required as a result of (i) the failure by or on behalf Seller to pay Taxes that are the responsibility of Seller pursuant to this Agreementas provided in Section 5.11, (ii) the inaccuracy, as of the date such representation of this Agreement or warranty was made or as if such representation or warranty was made on and as of the Closing Date Date, of the Seller representations set forth in Section 3.10(a), or (except iii) any liability that a Core Subsidiary has for representations and warranties that expressly relate Taxes of any person other than such Core Subsidiary (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), or (B) as a transferee or successor; and (j) any liability, obligation, Tax, fine or penalty under, in connection with, or relating to a specified datePlan maintained or contributed to by a Seller Group Entity (other than a New SUSA Plan) or any entity deemed to be a single employer within the meaning of Section 414(b), (c), (m), (n) or (o) of the inaccuracy in or breach of which will be determined Code with reference to such specified date)Seller Group Entity; (bk) any breach or non-fulfillment of any covenant, agreement or obligation the matters and subject to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or terms set forth on behalf of Seller pursuant to this AgreementExhibit J; orand (cl) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Prior Period Insured Claims subject to the Closing Datelimitations and other provisions set forth in Section 5.10(c) (with the indemnification in this clause (l) relating solely to Losses incurred by the Purchaser Parties).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, VIII. Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their its respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAgreement (other than in respect of Section 3.23, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date ({except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this Agreement; orARTICLE VI); (c) Broker Fees for which Seller is obligated; (d) any third-party claim based upon, resulting from or arising out matter disclosed by the Seller in Disclosure Schedules not provided at the execution of the business, operations, properties, assets or obligations of this Agreement; (e) Actions against Seller or any of its affiliates (other than Acquired Company pending at the Purchased Assets) conductedClosing Date, existing or arising on due to facts, circumstances or events occurring prior to the Closing Date; and (f) Environmental, Health and Safety Requirements pending against the Seller or any Acquired Company at the Closing Date, or arising due to facts, circumstances or events occurring prior to the Closing Date.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company and Holdco) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); (c) the leasing, use or conducting of any operations of any nature, at any time prior to the Closing, by any Seller Party or any other Person, including, prior to the Closing, the Ancillary Documents Company, at the property located at 1710 W. 2600 South, Xxxxx Cross, Utah, including any Losses comprised of the costs of investigations, monitoring, clean-up, remediation, removal, restoration, court costs and fees and out-of-pocket expenses of attorneys and expert witnesses of any kind or nature whatsoever, in each case to the extent reasonably necessary following any certificate inquiry or instrument delivered by demand from a Governmental Authority or on behalf of Seller pursuant to this Agreementother Person not affiliated with Buyer; or (cd) any third-party claim based upon, resulting from or arising out Indebtedness of the business, operations, properties, assets Company or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Holdco to the extent not paid at the Closing Datepursuant to Section 2.03(a)(i) and not factored into determination of the Purchase Price pursuant to Section 2.02.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and its and their respective stockholders, directors, officers equity holders and employees Representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and on behalf of or reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any of the Buyer Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreementthe other Transaction Documents, as of the date such representation or warranty was made or as of the Closing as if such representation or and warranty was made on at and as of the Closing Date (except for those representations and warranties that expressly relate to address matters only as of a specified date, the inaccuracy in or breach of which will be determined with reference to such as of that specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; orAgreement or pursuant to any other Transaction Document; (c) any thirdExcluded Asset, Excluded Liability, Indebtedness, any Transaction Expense and any other Liability (other than any Assumed Liability) imposed under any bulk transfer Law, under any common law doctrine of de facto merger, by operation of law or by reason of Buyer’s status as transferee of, or successor to, the Business or any of the Purchased Assets; (d) any (i) Taxes of Seller, including any Taxes for which Seller is responsible pursuant to any Contract, Law or otherwise; (ii) Taxes attributable to the activities of the Business occurring prior to the Closing; or (iii) Taxes for which Seller is liable pursuant to Section 3.4, Section 6.10, Section 6.11 or Section 6.15; (e) any Third-party claim Party Claim based upon, resulting from or arising out of, with respect to or by reason of the business, operations, properties, assets Assets or obligations Liabilities of Seller or any of its affiliates Affiliates (other than the Purchased Assetsany Assumed Liability) conducted, existing or arising on at or prior to the Closing DateClosing; (f) any of the matters specified on Exhibit J; or (g) any Legal Proceeding relating to any of the foregoing, including any Legal Proceeding commenced by a Buyer Indemnified Party for purposes of enforcing such Buyer Indemnified Party’s rights under this ARTICLE VIII if such Buyer Indemnified Party is the prevailing party in any such Legal Proceeding.

Indemnification by Seller. Subject (a) Seller hereby covenants and agrees that, to the other terms and conditions of this ARTICLE VIIfullest extent permitted by Legal Requirement, Seller shall they will defend, indemnify and defend each of Buyer hold harmless Buyer, and its affiliates Related Persons and Representatives, and their respective stockholdersofficers, directors, officers members, managers, employees, agents, and employees Representatives, and all successors and assigns of the foregoing (collectively, the “Buyer IndemniteesIndemnified Persons”) against), and shall hold each of them harmless for, from and against, and shall pay and reimburse each of them for, against any and all Losses incurred Adverse Consequences arising from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofin connection with: (ai) any inaccuracy in or breach Breach of any of the representations representation or warranties of warranty made by Seller contained in (A) this Agreement, (B) the Ancillary Documents or in any certificate or instrument Schedules, (C) the certificates delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bD) any breach transfer instrument or non-fulfillment of (E) any covenantother certificate, agreement document, writing or obligation to be performed instrument delivered by Seller pursuant to this Agreement; (ii) any Breach of any covenant, the Ancillary Documents obligation or agreement of Seller in this Agreement or in any certificate other certificate, document, writing or instrument delivered by or on behalf of Seller pursuant to this Agreement; (iii) any Liability of the Company based on facts, events or circumstances occurring before the Closing Date, or arising out of or in connection with the ownership and operation of the Company and the Assets and Business prior to the Closing, or facts and circumstances relating specifically to the Company and the Business existing at or prior to the Closing, respectively, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iv) all Current Seller Liabilities and any Liability or Indebtedness of the Company not reflected on Schedule 2.4 or the Closing Statement; (v) all Retained Liabilities; (vi) all Current Litigation Matters; (vii) any Liability of the Company to Seller or any Related Person of Seller; (viii) any Liability of the Company resulting from, caused by, or arising in connection with the termination or assignment of any Excluded Contract; and, (ix) any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with any Seller in connection with this Agreement or any of the Contemplated Transactions. (b) In addition to its indemnification obligations under Section 7.3(a), Seller hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, they will defend, indemnify and hold harmless the Buyer Indemnified Persons for, from and against any Adverse Consequences (including costs of cleanup, containment or other Remedial Action) arising out of acts or neglect occurring or conditions existing at or before Closing from or in connection with: (i) any Environmental, Health and Safety Liabilities arising out of or relating to (A) the conduct of any activity by Seller, the Company, or their Related Persons, or any employee, contractor, agent or Representative thereof, or relating to the Business and Assets, including the Properties, of the Company; (B) the ownership or operation by any Person at any time on or prior to the Closing Date of any of the Assets, including the Properties, or the Business of the Company, or (C) any Hazardous Materials or other contaminants that were present on the Properties or Assets at any time on or prior to the Closing Date; or (cii) any third-party claim based uponbodily injury (including illness, resulting disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any Asset, including the Properties, in any way arising from or allegedly arising out from (A) any Hazardous Activity conducted by Seller, the Company or their Related Persons or any employee, contractor, agent or Representative thereof, or any other Person, with respect to the Business or the Assets, including the Properties; or (B) from any Hazardous Material that was (1) present or suspected to be present on or before the Closing Date on or at the Properties (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any Property and was present or suspected to be present on any Property, on or prior to the Closing Date) or (2) Released or allegedly Released by Seller, the Company or their Related Persons, or any Person, on or at any of the business, operations, properties, assets Properties or obligations of Seller or Assets at any of its affiliates (other than the Purchased Assets) conducted, existing or arising time on or prior to the Closing Date.

Indemnification by Seller. Subject to Section 8.1 (General Survival) and the other terms and conditions provisions of this ARTICLE VIIArticle, from and after the Closing Date, Seller shall indemnify and defend each of Buyer hold harmless Purchaser and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Purchaser Indemnitees”) against), and shall hold each of them harmless from and against, against and shall pay and reimburse each in respect of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based uponresulting from, arising out of, with respect to relating to, or imposed upon or incurred by any Purchaser Indemnitee by reason of: (ai) any inaccuracy in in, failure to be true of, or breach of of, any of the representations representation or warranties warranty of Seller contained in this Agreement, Agreement (including the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, Disclosure Schedule) as of the date such representation or warranty was made hereof or as of the Closing as if such representation or warranty was made on and as of the Closing Date (except for representations in each case, without giving effect to any supplements or updates following the date of this Agreement to any Seller Disclosure Schedule) or any other Transaction Documents to which it is a party; provided, however, that if and warranties to the extent that expressly relate to any specific representation or warranty provides that it is made only as of a date or dates specified datein such representation or warranty, the inaccuracy in determination of whether there is any inaccuracy, failure to be true of or breach of which will such representation or warranty shall be determined with reference to as of such specified date); and provided further that once any such inaccuracy in, failure to be true of or breach of any representation or warranty has been established, the determination of the amount of the Purchaser Indemnitees’ Losses shall be made without giving effect to any materiality or Material Adverse Effect qualifications in such representation or warranty; (bii) any breach or non-fulfillment by Seller of any covenant, covenant or agreement or obligation to be performed by Seller pursuant to contained in this Agreement, the Ancillary Documents Agreement or any certificate or instrument delivered by or on behalf of Seller pursuant other Transaction Document to this Agreement; orwhich it is a party; (ciii) any third-party claim based uponand all Excluded Liabilities; and (iv) any noncompliance with fraudulent transfer Laws in connection with the Transactions. Subject to the terms of this Article VIII, resulting no Purchaser Indemnitee shall be precluded from or arising out seeking indemnification under any of the business, operations, properties, assets or obligations preceding subparagraphs of Seller or this Section 8.2(a) solely by virtue of such Purchaser Indemnitee not being entitled to seek indemnification under any other subparagraph of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior this Section 8.2(a). Subject to the Closing Dateterms of this Article VIII, no Purchaser Indemnitee shall be precluded from seeking indemnification under this Section 8.2(a) with respect to any specific representation or warranty solely by virtue of such Purchaser Indemnitee not being entitled to seek indemnification with respect to any other specific representation or warranty.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIlimitations set forth herein, Seller shall indemnify indemnify, defend and defend each of Buyer hold harmless Purchaser and its affiliates and their respective successors and assigns, members, stockholders, partners, officers, directors, officers employees, agents and employees representatives (collectively, the “Buyer Indemnitees”"Purchaser's Indemnified Persons") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to based upon or by reason ofrelating to: (a) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Schedules attached hereto or in any certificate or instrument delivered by or on behalf of Seller to Purchaser pursuant to this Agreement, as Article VI above (other than to the extent the subject matter of the date any such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified dateis otherwise covered by Section 8.2(c) below); (b) any the nonfulfillment or breach or non-fulfillment of any covenant, agreement covenant or other obligation to be performed by of Seller pursuant to set forth in this Agreement, the Ancillary Documents Agreement or any certificate of the Schedules or instrument delivered by or on behalf of Seller pursuant to this Agreement; orExhibits attached hereto; (c) any thirdof the matters set forth on the Indemnification Schedule attached hereto; or (d) any claim, liability, obligation or cause of action (including all contract claims, tort claims, statutory claims, controversies, actions, declaratory judgment actions, cross-party claim based uponclaims, resulting counterclaims, demands, equitable relief, whether in law or in equity, whether past, present or future and whether or not now or heretofore known, suspected or claimed, matured or unmatured) of the Seller or any Subsidiary or Affiliate of Seller against the Company, its Subsidiaries or any of their respective Affiliates (including Purchaser and Water Street Capital Partners, L.P.), relating to, or arising from, any matter existing at or prior to the Closing, that involves, arises from or arising out is related to (i) Seller's or any of its Subsidiaries' direct or indirect ownership of securities of the businessCompany, operations, properties, assets (ii) any intercompany debts or other obligations owed by the Company or any of its Subsidiaries to Seller or any of its affiliates Subsidiaries, (other than the Purchased Assetsiii) conductedany management, existing administrative or arising on advisory services provided by Seller or prior its Subsidiaries to the Closing DateCompany or any of its Subsidiaries or (iv) any other relationship between Seller or any of its Subsidiaries and the Company or any of its Subsidiaries (but excluding Seller's rights under this Agreement and any of the other agreements executed and delivered in connection herewith and any obligations or liabilities arising out of the on-going commercial relationship between the Company or any of its Subsidiaries and EU Medical); provided, however, that Seller reserves the right, in the event the Company or any of its Subsidiaries asserts any claim against the Seller, its Subsidiaries or Affiliates, to make any counterclaim against the Company or any of its Subsidiaries which counterclaim shall not be subject to the indemnification obligations of this Section 8.2(d).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred incurred, suffered or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this AgreementARTICLE VI); or (c) any third-party claim based upon, resulting from Transaction Expenses or arising out Indebtedness of the business, operations, properties, assets or obligations Company outstanding as of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Closing to the extent not deducted from the Purchase Price in the determination of the Closing DateDate Payment pursuant to Section 2.04(a)(i).

Indemnification by Seller. (i) Subject to this Article XI, from and after the other terms and conditions of this ARTICLE VIIClosing, Seller shall indemnify and defend each of hold harmless Buyer and its affiliates Affiliates and their respective stockholdersowners, officers, directors, officers employees, agents, successors and employees assigns (including, after the Closing Date, the Target Companies) (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Covered Losses incurred suffered by any such Buyer Indemnified Party resulting from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (aA) any inaccuracy in or breach the failure of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant Fundamental Representations to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made be true and correct on and as of the Closing Date (except for or with respect to any Fundamental Representations made as of a specific date, the failure of such representations and warranties that expressly relate to be true and correct as of such date); (B) the failure of any Tax Representations to be true and correct on and as of the Closing Date (or with respect to Tax Representations made as of a specified specific date, the inaccuracy failure of such representations and warranties to be true and correct as of such date); (C) the failure of any representation or warranty set forth in Article IV (other than any Seller Fundamental Representations) to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Seller Fraudulent Misrepresentation; (D) the failure of any representation or warranty set forth in Article III to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Company Fraudulent Misrepresentation; (E) any nonfulfillment or breach of which will any Post-Closing Covenant made by the Seller in this Agreement or (F) any Applicable Proceeding. (ii) The Buyer Indemnified Parties shall not be determined with reference entitled to assert any indemnification pursuant to this Section 11.2 after the expiration of the applicable survival periods referenced in Section 11.1 (including the proviso to Section 11.1(a)); provided, however, that if, on or prior to such specified date);expiration of the applicable survival period, a notice of claim shall have been given to the Seller in accordance with Section 11.4 for such indemnification, the Buyer Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article XI. (iii) Any indemnification of a Buyer Indemnified Party pursuant to this Section 11.2 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the applicable Buyer Indemnified Party to Seller within five (5) Business Days after the final determination thereof. (b) any breach or non-fulfillment Seller shall have no liability for indemnification pursuant to Section 11.2(a)(i) with respect to Covered Losses for Tax Representations for which indemnification is provided thereunder unless such Covered Losses exceed in the aggregate $1,000,000, in which case Seller shall be liable for all Covered Losses in respect of any covenantTax Representation Claim; provided, agreement or obligation to be performed however, that the aggregate amount of all payments by Seller in satisfaction of claims for indemnification pursuant to Section 11.2(a)(i)(B) in respect of Tax Representations shall not exceed $89,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of all payments by Seller in satisfaction of claims for indemnification pursuant to Section 11.2(a)(i), including for Tax Representations and any claims based on Fraud, shall not exceed the Purchase Price. (c) Except as otherwise specifically provided in this Agreement, each of the Buyer Parties hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Ancillary Documents Contemplated Transactions or any certificate of the Target Companies, in each case, arising from and after the Closing, shall be pursuant to the indemnification provisions set forth in this Article XI and none of the Buyer Parties will have any other rights or instrument delivered by remedies against the other Parties from or on behalf in connection with this Agreement, the Contemplated Transactions, or any of the Target Companies, including any remedies at law, in equity, in contract, in tort, for strict liability, or under securities laws or for fraud. In furtherance of the foregoing, each of the Buyer Parties and the Company hereby waives, from and after the Closing, to the fullest extent permitted under Legal Requirements, any and all rights, claims and causes of action it may have against Seller pursuant and its Affiliates arising under, based upon or relating to this Agreement; or , any document or certificate delivered in connection herewith, any applicable Legal Requirement or otherwise (c) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior except pursuant to the Closing Dateindemnification provisions set forth in this Article XI).

Indemnification by Seller. Subject (a) Seller hereby covenants and agrees that, to the other terms and conditions of this ARTICLE VIIfullest extent permitted by Legal Requirement, Seller shall it will defend, indemnify and defend each of Buyer hold harmless Buyer, and its affiliates Related Persons and Representatives, and their respective stockholdersofficers, directors, officers members, managers, employees, agents, and employees Representatives, and all successors and assigns of the foregoing (collectively, the “Buyer IndemniteesIndemnified Persons”) against), and shall hold each of them harmless for, from and against, and shall pay and reimburse each of them for, against any and all Losses incurred Adverse Consequences arising from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofin connection with: (ai) any breach of, or any inaccuracy in, any representation or warranty made by Seller in or breach of any of the representations or warranties of Seller contained in (A) this Agreement, (B) the Ancillary Documents or in any certificate or instrument Schedules, (C) the certificates delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bD) any breach or non-fulfillment of any covenant, agreement or obligation to be performed transfer instrument delivered by Seller pursuant to Section 6 of this Agreement, the Ancillary Documents or (E) any certificate other certificate, document, writing or instrument delivered by or on behalf of Seller pursuant to Section 6 of this Agreement; or; (cii) any third-party breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to Section 6 of this Agreement; (iii) all Current Seller Liabilities; (iv) all Current Litigation Matters; (v) any Liability of the Companies resulting from, caused by, or arising in connection with the termination or assignment of any Excluded Contract; (vi) any claim by any Person for any brokerage or finder’s fee, commission or similar payment based uponupon any agreement or understanding alleged to have been made by such Person with any Seller in connection with this Agreement or any of the Contemplated Transactions; (vii) The Retained Liabilities; (viii) any Indebtedness of the Companies outstanding on the Closing Date and not reflected on Schedule 2.4; and, (ix) Adverse Consequences (including costs of cleanup, resulting from containment or other Remedial Action) arising out of acts or negligence occurring or conditions existing at or before Closing from or in connection with: (1) any Environmental, Health and Safety Liabilities arising out of or relating to (A) the businessconduct of any activity by Seller, operationsthe Companies, propertiesor their Related Persons, assets or obligations of Seller or any employee, contractor, agent or Representative thereof, or relating to the Businesses and Assets, including the Properties, of its affiliates the Companies; or (B) any Hazardous Materials or other than contaminants that were present on the Purchased Assets) conducted, existing Properties or arising Assets at any time on or prior to the Closing Date; or (2) any bodily injury (including illness, disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any Asset, including the Properties, in any way arising from or allegedly arising from (A) any Hazardous Activity conducted by Seller, the Companies or their Related Persons or any employee, contractor, agent or Representative thereof; or (B) from any Hazardous Material that was (1) present on or before the Closing Date on or at the Properties (or present on any other property, if such Hazardous Material emanated from any Property and was present on any Property, on or prior to the Closing Date) or (2) Released by Seller, the Companies or their Related Persons, or any Person, on or at any of the Properties or Assets at any time on or prior to the Closing Date; provided, however, that Seller shall not be liable to Buyer under this Section 7.3(ix) if (i) such Hazardous Activity or Hazardous Material for which the indemnity claim arises from was not present on any Property on or prior to the Closing Date; and (ii) that Buyer did not materially contribute, directly or indirectly, to the presence of such Hazardous Activity or Hazardous Material on any Property. For purposes of this Section 7.3(viii) only, the burden and expense in obtaining the proof necessary to show the Hazardous Activity or Hazardous Material was present on any Property on or prior to the Closing Date shall be borne by the Buyer. Buyer, either directly or through the Companies, will be entitled to control any Remedial Action, any Proceeding relating to a claim that any Environmental Law has been violated and any other Proceeding with respect to which indemnity may be sought under this Section 7.3(viii).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller each Selling Holder and Ultimate Owner, jointly and severally, shall indemnify and defend each of Buyer and its affiliates Affiliates (including the Company) and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or any Selling Holder contained in this Agreement, the Ancillary Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller or any Selling Holder pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or any Selling Holder pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Ancillary Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this AgreementArticle VI); or (c) any third-party claim based upon, resulting from Transaction Expenses or arising out Indebtedness of the business, operations, properties, assets or obligations Company outstanding as of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising on or prior Closing to the extent not deducted from the Purchase Price in the determination of the Closing DateDate Payment. (d) The matters set forth on Schedule 8.02(d).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment fulfilment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, conduct or operation of the Business or the use or ownership of the Purchased Assets or any other assets or obligations of Seller or any of its affiliates (other than the Purchased Assets) conducted, existing or arising Affiliates on or prior to the Closing Date; or (e) with respect to any EU Transferred Employee, (i) any claim made by or on behalf of any EU Transferred Employee which relates to the employment of such EU Transferred Employee by Seller prior to the Closing Date, (ii) a dismissal by Seller of any EU Transferred Employee prior to the Closing Date, or (iii) a dismissal of any person (other than an EU Transferred Employee) whose employment is automatically transferred to Buyer in connection with the Closing pursuant to the Belgian Collective Bargaining Agreement 32bis of 7 July 1987.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle IX, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (c) any third-party claim Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, the Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any material inaccuracy in or material breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) The absence on the Closing Date of any approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedule or should have been listed pursuant to the terms of this Agreement; (c) any material breach or material non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this AgreementAgreement (prior to, at, or after Closing), the Ancillary Documents other Transaction Documents, or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or; (cd) any third-party claim of the Licensed IP or any of the Excluded Liabilities or any other Liability of Seller or any of its Affiliates; (e) any claims (including, but not limited to, any Environmental Claim) based upon, resulting from or arising out of the business, operations, properties, assets assets, Purchased Assets, or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssumed Liabilities) conducted, existing or arising on or prior to the Closing DateDate (including, but not limited to, any Liabilities for Taxes); or (f) any and all material actions, suits, proceedings, claims, demands, assessments, judgments incidental to the foregoing or the enforcement of such indemnification.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIIVIII, Seller shall indemnify and defend each of Buyer and its affiliates Affiliates and their respective stockholders, directors, officers and employees Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or (c) any third-party claim Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its affiliates Affiliates (other than the Purchased AssetsAssets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.