Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller will indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and its defense and their respective Affiliatesreasonable attorney's fees) or diminution of value (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by "Damages") arising from or through any of them, as the case may be, from and againstin connection with: (a) all Losses resulting from or arising out any inaccuracy in any of (i) any breach the representations and warranties of any representation or warranty made by Seller in this Agreement or in the Transactions Documents any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein; (d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) any breach of any covenantSeller' aggregate liability for Damages shall in no event exceed the Purchase Consideration, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, and (iii) Seller shall have no obligation to indemnify Purchaser for any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or claims made by Purchaser under this Section 7.1 after twenty four (24) months after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will indemnify shall indemnify, defend and hold Purchaser harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstshall reimburse Purchaser for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to, reasonable attorneys' fees and legal or other expenses associated with investigation, defense and discovery) suffered or incurred by Purchaser before or after the Transfer Date which result from: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty Any misrepresentation made by Seller in this Agreement or in any schedule, written statement or certificate furnished by Seller pursuant to this Agreement (including, without limitation, the Transactions Documents delivered information included in the Exhibits hereto); (b) Any breach of a representation or warranty by Seller, (ii) any breach or the non-fulfillment of any term, covenant, agreement condition or obligation of Seller contained in this Agreement, any Reconstitution Agreement, the Interim Servicing Agreement, or in any schedule, written statement or certificate furnished by Seller pursuant to this Agreement or the Interim Servicing Agreement; (c) Any error in originating, closing or servicing any of the Transaction Documents delivered by SellerMortgage Loans (including, without limitation, errors in determination of interest rate and monthly payment adjustments) prior to the Transfer Date including improper action or failure to act when required to do so; (iiid) Any material defect in any Mortgage Loan existing as of the Transfer Date (including those defects subsequently discovered), or as a result of any act or omission of Seller or a Prior Servicer prior thereto; (e) Seller's failure to (i) permit Purchaser to examine records, (ii) comply with respect to, the provisions hereof or any event Purchaser's reasonable instructions regarding the transfer of Servicing or circumstance related to, (iii) provide accurate information reasonably requested by Purchaser regarding the ownership or operation of the Assets Mortgage Loans or the conduct of Servicing; or (f) Litigation, proceedings, governmental investigations, orders, injunctions or decrees the Business, basis for which act, omission, event occurred on or circumstance occurred or existed prior to the Transfer Date involving the Servicing or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to Mortgage Loans or resulting from any of the foregoingitems described in Section 10.01(a)-(e) above; provided, however, that Purchaser has taken all reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses. In Seller shall promptly notify Purchaser of any litigation, proceedings, governmental investigations, orders, injunctions or decrees specified above. Upon receipt of such notice, Purchaser shall have the event right to participate in the selection of counsel and the defense thereof; provided, however, that an indemnified item arises if Purchaser reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to Seller, Purchaser shall have the right to select separate counsel and to otherwise separately defend itself. Any exercise of such rights by Purchaser shall not relieve Seller of its obligations and liabilities under both clause (a)(i) and under one this Section 10.01 or more of clauses (a)(ii) through (a)(viii) any other provision of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. Seller will indemnify and hold ------------------------- harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective AffiliatesSubject to the provisions of Section 11.6 below, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by after Purchaser or through any of themSeller, as the case may be, has filed and been denied a claim with any and all insurance carriers who has issued a policy that provides insurance coverage for the claim to either Purchaser, Seller or any related party to either Purchaser or Seller, including such instances where an insurer shall provide a defense with reservation of rights regarding coverage issues, Seller shall defend, indemnify and hold harmless Purchaser and each of Purchaser’s Affiliates, successors and assigns (Purchaser and such persons, collectively, “Purchaser’s Indemnified Persons”) and shall reimburse Purchaser’s Indemnified Persons for, from and against: against each and every demand, claim, loss (a) all Losses which shall include any diminution in value), shortage, liability, judgment, damage, cost and expense (including without limitation interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors), whether known or unknown, whether fixed or contingent, and whether accrued or unaccrued (collectively, “Losses”), incurred by Purchaser’s Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of (ia) any breach of material inaccuracy in any representation or warranty made by Seller in this Agreement (whether or in the Transactions Documents delivered by Sellernot Purchaser’s Indemnified Persons relied thereon or had knowledge thereof) contained in, (ii) or any breach or nonfulfillment of any representation, covenant, agreement or other obligation of Seller contained in under this Agreement Agreement, any Schedule or in the Transaction Documents Exhibit hereto, any Closing Document or any other certificate or document delivered by Seller, or to be delivered pursuant hereto; (iiib) any act or omission material breach of Seller any covenant with respect toto the operation of the Business, or any event the ownership, possession, operation or circumstance related to, the ownership or operation use of the Assets or the conduct of the BusinessLeased Premises, which act, omission, event or circumstance occurred or existed prior up to or at and including the Closing Date, without regard to whether a claim with respect to such matter is asserted before or ; (c) the value of Gift Certificates that are redeemed after the Closing Date, including any matter described on SCHEDULE 5.13, Date as set forth in Section 9.13; (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (viid) the presence, generation, removal or transportation of a Hazardous Substance on or from any material failure of the Real Property prior parties to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance comply with the provisions of any Environmental Laws bulk sales or similar laws of any state having jurisdiction over the Assets or the transactions contemplated hereby; (whether before or after Closing), or (viiie) any rate refund ordered claims made by any Governmental Authority Investor or those having any claims for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from equity ownership in any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one Seller or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration corporate shareholder or partnership shareholder of the Survival Period applicable Seller; (f) the discharge of obligations related to such claim the Shared Liabilities; and (g) any Excluded Asset or any liability not expressly assumed by Purchaser under clause this Agreement. Queyrouze shall also indemnify Purchaser for any claims made by any Investor or those having any claims for equity ownership in any of the Seller or corporate shareholder or partnership shareholder of the Seller pursuant to an indemnity agreement in the form attached hereto as Exhibit J (a)(ithe “Indemnity Agreement”). The Indemnity Agreement and the indemnity obligations of Queyrouze with respect to claims made by Investors shall terminate if and when Queyrouze or Seller obtains releases from all of the Investors of any and all claims they may have against the Purchaser’s Indemnified Persons in form and substance acceptable to Purchaser, in its commercially reasonable discretion.

Indemnification by Seller. In addition to any other rights and remedies that Purchaser may have, Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser, its stockholders, Affiliates and its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, employees and agents, successors and assigns and any Person claiming by or through any of them, as the case may be, harmless from and against:, and shall reimburse it or them for, any Damages (including pair- off fees and loss of Servicing Rights due to Early Payoff) incurred before or after any Sale Date to the extent arising or resulting from the following (but not including same to the extent resulting from any acts or omissions of Purchaser): (a) all Losses resulting from any misrepresentation made by Borrower, Seller or arising out Seller’s employees, regardless of Seller’s knowledge of the same; (ib) any breach of any representation or warranty made by Seller contained in this Agreement Agreement, including, but not limited to, the Guides; (c) the non-fulfillment or in the Transactions Documents delivered by Seller, (ii) any breach non-performance of any covenant, agreement obligation, condition or obligation action required of Seller contained in pursuant to this Agreement or including, but not limited to, the Guides; (d) any fraud in the Transaction Documents delivered by Sellerorigination of any Loan, (iii) whether or not as a result of any act or omission of Seller with respect toSeller, or any event employee, representative or circumstance related to, the ownership or operation any agent of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, Seller; (ive) any liability Loan that results in an Early Payment Default, an Early Payoff or obligation not included in the Assumed Liabilities, a First Payment Default; (vf) any title defect Seller fails to eliminate as repurchase or indemnification demand by an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, Investor or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateInsurer; and (bg) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident any mortgage insurance rescission or relating to or resulting from any of the foregoing. In the event that indemnification demand by an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Insurer.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, and subject to appropriation of the requisite funds by the Assembly of Seller, Seller will shall, to the furthest extent permitted by applicable Law, indemnify and hold harmless ------------------------- defend Buyer and each and all of its shareholders and its and their respective AffiliatesRepresentatives (collectively, the “Buyer Indemnitees”) against, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any shall hold each of them, as the case may be, 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) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation of the representations or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation warranties of Seller contained in this Agreement Agreement, the Ancillary Documents, or in the Transaction Documents any certificate or instrument delivered by Seller, (iii) any act or omission on behalf of Seller with respect topursuant to this Agreement, as of the date such representation or any event warranty was made or circumstance related toas 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 ownership inaccuracy in or operation breach of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim will be determined with respect reference to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closingspecified date), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and; (b) all claimsany breach or non-fulfillment of any covenant, actionsagreement, suitsor obligation to be performed by Seller pursuant to this Agreement, proceedingsor any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) the Assumed Environmental Liabilities, demandsto the extent, judgmentsif any, assessments, fines, interest, penalties, costs and expenses that Losses incurred by Buyer in connection with the same prior to the tenth (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses10th) incident or relating to or resulting from any anniversary of the foregoingClosing 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. In Nothing in this Section 8.02 shall preclude Buyer from commencing litigation to enforce the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) provisions of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding Section 8.02 and enforcing any related judgement if the expiration requirements for commencement of the Survival Period applicable to such claim under clause (a)(i)litigation in this ARTICLE VIII have otherwise been satisfied.

Indemnification by Seller. On the other terms and subject to the other conditions of this Article VII, from and after the Closing, Seller will agrees to indemnify and hold harmless ------------------------- Buyer and Buyer, its shareholders Affiliates and its and their respective AffiliatesRepresentatives (the “Buyer Indemnitees”) against, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any shall hold each of them, as the case may be, them harmless from and against, any and all Losses suffered, incurred, paid, sustained by, or imposed upon, any Buyer Indemnitee arising out of or resulting from: (a) all Losses resulting from or arising out of (i) any breach failure of any representation or warranty made by Seller in Article IV of this Agreement to be true and correct in all respects (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect”, “material adverse change” or similar qualification contained in any such representation or warranty) on and as of the Transactions Documents delivered by SellerClosing Date as if made at and as of such time (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (iib) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or any of Seller contained in its Subsidiaries pursuant to this Agreement or any Transaction Document (including, without limitation, any covenants, agreements or obligations contained in Section 6.16 of the Transaction Documents delivered by Seller, Seller Disclosure Letter); (iiic) any act Excluded Asset or omission any Excluded Liability; or (d) any failure by Seller or any of its Subsidiaries, or claim by a creditor of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim its Subsidiaries that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior them has failed, in each case, to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance comply with the provisions of any Environmental bulk sales, bulk transfer or similar Laws (whether before or after Closing), or (viii) of any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)jurisdiction.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, Seller will shall indemnify and hold harmless ------------------------- defend each of Buyer and its shareholders Affiliates and its and their respective AffiliatesRepresentatives (collectively, the “Buyer Indemnitees”) against, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any shall hold each of them, as the case may be, 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) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation of the representations or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation warranties of Seller contained in this Agreement or in the Transaction Documents any certificate or instrument delivered by Selleror on behalf of Seller pursuant to this Agreement (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 (iiiexcept 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 act breach or omission non-fulfillment of any covenant, agreement or obligation to be performed by Seller with respect topursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any event covenant, agreement, undertaking or circumstance related toobligation in ARTICLE VI, it being understood that the ownership sole remedy for any such breach, violation or operation failure shall be pursuant to ARTICLE VI); (c) Broker Fees for which Seller is obligated; (d) any matter disclosed by the Seller in Disclosure Schedules not provided at the execution of the Assets this Agreement; (e) Actions against Seller or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or any Acquired Company pending at the Closing Date, without regard or arising due to whether a claim with respect to such matter is asserted before facts, circumstances or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods events occurring prior to the Closing Date; and (bf) all claimsEnvironmental, actionsHealth and Safety Requirements pending against the Seller or any Acquired Company at the Closing Date, suitsor arising due to facts, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident circumstances or relating events occurring prior to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Closing Date.

Indemnification by Seller. 9.1.1 Subject to the other provisions of this Section 9, Seller will agrees to indemnify and to hold each Purchaser Group Member harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may befor, from and againstagainst any and all Losses incurred by such Purchaser Group Member to the extent arising from or relating to, directly or indirectly: (a) all Losses resulting from or arising out of (i) any breach by Seller of any representation representations, warranties, covenants, obligations or warranty made by Seller agreements in this Agreement or in any other Operative Agreement (except to the Transactions Documents delivered by Sellerextent that the amount of the Loss relating to such breach was taken into account in determining the Adjusted Closing Net Working Capital); it being agreed that the determination of whether Seller has breached a covenant, obligation or agreement shall be determined on an individual and not collective basis; (iib) any breach Newsprint Retained Obligation; or (c) any Indemnified Tax. 9.1.2 Subject to the other provisions of this Section 9, Seller agrees to indemnify and to hold each Purchaser Group Member harmless for, from and against any and all Losses incurred by such Purchaser Group Member to the extent arising from or relating to, directly or indirectly: (a) the Known Environmental Matters listed on Schedule 9.1.2; (b) the violation by Seller or Apache of any covenantEnvironmental Law or Permit issued pursuant to Environmental Law, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date; (c) the presence of Hazardous Substances in the soil and/or groundwater at, including on, under, within or migrating from the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing)Real Property, or (viii) any rate refund ordered by any Governmental Authority for periods which exists prior to the Closing DateDate and gives rise to investigation and/or remediation under a requirement of applicable Environmental Law; (d) contamination at any offsite location resulting from the disposal of, or arranging for the disposal of, any Hazardous Substances used, generated or stored by Seller with respect to the Newsprint Business or Apache (or any predecessor entity of Apache) with respect to the Railway Business prior to the Closing Time; provided however, it is understood and agreed that this Section 9.1.2(d) is not intended to and shall not be construed to include offsite migration of contamination from the Real Property; and (e) any real property formerly owned, leased or operated by Seller in connection with the Newsprint Business or Apache (or any predecessor entity of Apache) in connection with the Railway Business. 9.1.3 (i) No Purchaser Group Member shall be entitled to any indemnification and Seller shall not be required to indemnify and hold any Purchaser Group Member harmless with respect to any Losses arising from any breach by Seller of any of its representations and warranties in Section 9.1.1(a) (for the avoidance of doubt, but not for any breach by Seller of its covenants, obligations or other agreements (other than Sections 9.1.2(a), 9.1.2(b) and 9.1.2(c) as set forth below), and excluding the representations and warranties in the last sentence of Section 3.22.1) or under Section 9.1.2(a), (b) all claimsand (c) until and unless such Losses exceed, actionsin the aggregate, suitsone percent (1%) of the Adjusted Purchase Price (without giving effect to Section 9.8) (the “Deductible Amount”), proceedingsin which case Seller shall be liable only for the portion of the amount exceeding the Deductible Amount, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs ii) the aggregate amount that the Purchaser Group Members may claim and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating that Seller may be required to or resulting pay pursuant to this Agreement with respect to Losses arising from any breach by Seller of any of its representations and warranties in Section 9.1.1(a) (for the avoidance of doubt, but not for any breach by Seller of its covenants, obligations or other agreements (other than Sections 9.1.2(a), 9.1.2(b) and 9.1.2(c) as set forth below), and excluding the representations and warranties in the last sentence of Section 3.22.1) and pursuant to Section 9.1.2(a), (b) and (c) shall not exceed an aggregate amount equal to seventeen and one-half percent (17.5%) of the foregoing. In the event that an indemnified item arises under both clause Adjusted Purchase Price (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).without giving effect to

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and its defense and their respective Affiliatesreasonable attorney's fees) or diminution of value (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by "Damages") arising from or through any of them, as the case may be, from and againstin connection with: (a) all Losses resulting from or arising out any inaccuracy in any of (i) any breach the representations and warranties of any representation or warranty made by Seller in this Agreement or in the Transactions Documents any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein; (d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) any breach of any covenantSeller' aggregate liability for Damages shall in no event exceed the Purchase Consideration, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, and (iii) Seller shall have no obligation to indemnify Purchaser for any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or claims made by Purchaser under this Section 7.1 after eighteen (18) months after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will indemnify and hold ------------------------- harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and its defense and their respective Affiliatesreasonable attorney’s fees) or diminution of value (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by “Damages”) arising from or through any of them, as the case may be, from and againstin connection with: (a) all Losses resulting from or arising out any inaccuracy in any of (i) any breach the representations and warranties of any representation or warranty made by Seller in this Agreement or in the Transactions Documents any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein; (d) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller’s failure to comply with the “Bulk Sales Laws” under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) any breach of any covenantSeller’ aggregate liability for Damages shall in no event exceed the Purchase Consideration, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, and (iii) Seller shall have no obligation to indemnify Purchaser for any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or claims made by Purchaser under this Section 7.1 after twenty four (24) months after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. (a) Following the Closing, Seller will shall defend, indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders and its and Affiliates and, if applicable, their respective Affiliates, and the shareholders, directors, officers, agents, employees, agentsrepresentatives, successors and assigns and any Person claiming by or through any of them, as the case may beassignees (a “Purchaser Indemnified Party”), from and againstagainst any and all damages, liabilities obligations, losses, Taxes, fines, penalties, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorney’s and experts’ fees and expenses) (collectively, the “Losses”) whether or not involving a Third-Party Claim incurred by such Purchaser Indemnified Party to the extent arising from or relating to: (a) all Losses resulting from or arising out of (i) any breach of or inaccuracy in any representation or warranty made by of Seller set forth in this Agreement (ignoring for this purpose any materiality qualifiers set forth in such representation or warranty for determining (A) whether there has been a breach of or inaccuracy in any representations or warranty set forth in this Agreement; and (B) the Transactions Documents delivered by Seller, amount of Losses with respect to any such breach of or inaccuracy in any such representation or warranty set forth in this Agreement); (ii) any breach of any covenant, agreement claim for fraud or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, intentional misrepresentation; (iii) any act nonfulfillment or omission breach of any covenant or agreement on the part of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, set forth in this Agreement; (iv) any liability Taxes (A) that are the responsibility of Seller, (B) attributable to a Pre-Closing Tax Period, or obligation (C) required to be withheld by Purchaser with respect to any payment made under this Agreement that were not included in the Assumed Liabilities, withheld pursuant to Section 3.8; (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, Excluded Liability or Excluded Asset; and (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).items listed on Exhibit E.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer and its shareholders and its Affiliates, and their respective AffiliatesRepresentatives (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be“Buyer Indemnified Parties”), from and against, and shall compensate and reimburse them for, any and all Liabilities, judgments, claims, settlements, losses, damages, fees, Liens, Taxes, penalties, obligations and expenses (including reasonable attorneys’ fees and expenses and costs and expenses of investigation other than any such fees incurred in connection with a dispute regarding whether a matter is indemnifiable hereunder) (collectively, “Losses”) actually incurred or suffered by any such Person arising from: (a) all Losses resulting from or arising out of (i) any breach or inaccuracy of any representation or warranty made by of Seller in this Agreement or in (it being acknowledged and agreed by the Transactions Documents delivered by SellerParties that, (ii) any breach for purposes of any covenantthe right to indemnification pursuant to this Section 6.2(a), agreement or obligation the representations and warranties of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation herein shall not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered be deemed qualified by any Governmental Authority for periods prior references herein or therein to the Closing Date; and“material”, “materiality”, “material adverse effect” or similar formulations). (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs any failure by Seller to duly and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident timely perform or relating to or resulting from fulfill any of the foregoing. In the event that an indemnified item arises its covenants or agreements required to be performed by Seller under both clause this Agreement; (a)(ic) and under one any Excluded Liability; or (d) any Transfer Taxes, Value Added Tax or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights Apportioned Obligations allocated to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable Seller pursuant to such claim under clause (a)(i)Section 5.3.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer and its shareholders Affiliates and its and each of their respective Affiliatesshareholders, and the shareholderstrustees, directors, officers, employeesemployees and agents (collectively, agents, successors the “Buyer Parties”) harmless against and assigns and any Person claiming by or through any of them, as the case may be, from and against: in respect of any and all Losses which are incurred by virtue of or result from (a) all Losses resulting from or arising out of (i) any the inaccuracy in or breach of any representation or warranty made by Seller or Company in this Agreement (as modified by the Disclosure Schedules attached hereto, but not an inaccuracy in or breach of any statement made in the Transactions Documents delivered by Seller, Disclosure Schedules themselves) or (ii) any breach the non-fulfillment by Seller or Company of any covenantcovenant or agreement, agreement or obligation of Seller in each case as contained in this Agreement or in any of the Transaction Documents or in any document or instrument delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before pursuant hereto or after the Closing Date, including any matter described on SCHEDULE 5.13thereto, (ivb) any liability or obligation not included in the Assumed LiabilitiesCompany’s ownership of LDS, (vc) the failure of Washington Mutual Bank, FA, to make any title defect payment required under that certain Amended and Restated Sublease Agreement dated November 26, 2002, as amended as of the date hereof; provided, however, that if and to the extent that Seller fails becomes obligated to eliminate as an exception indemnify the Buyer Parties pursuant to this subsection (c), Buyer shall take all actions reasonably requested by Seller to assign to Seller, upon Seller’s satisfaction of such indemnification obligations, all of Buyer’s (or any of its Affiliates’) rights under such sublease to receive such corresponding payment(s) from a title insurance commitment referred Washington Mutual Bank, FA, such that Seller will thereafter be entitled to pursue any and all contribution, collection or other actions or remedies against Washington Mutual Bank, FA in SECTION 7.7.1connection with such corresponding payment(s), (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (viid) the presence, generation, removal or transportation failure of a Hazardous Substance on or from any of Company to terminate the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance Terminated Employees in accordance with the provisions of any Environmental Laws (whether before or after Closing)Section 12.4 below, or (viiie) any rate refund ordered the successful enforcement by any Governmental Authority the Buyer Parties’ of their indemnification rights provided for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)hereunder.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Seller will shall indemnify and hold harmless ------------------------- defend each of Buyer and its shareholders and its Affiliates and their respective AffiliatesRepresentatives (collectively, the “Buyer Indemnitees”) against, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any shall hold each of them, as the case may be, 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) all Losses resulting from any inaccuracy in or arising out 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 (iexcept 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 of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach 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 contained in pursuant to this Agreement or in the Transaction Documents delivered by Seller, Agreement; (iiic) any act Excluded Asset or omission 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 with respect to, or any event or circumstance related to, of its Affiliates (other than the ownership or operation of the Purchased Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities) conducted, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, existing or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance arising on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. 10.2.1 Subject to the terms and conditions of this Article X, from and after (and contingent on) the Closing, the Seller will indemnify shall indemnify, defend, and hold harmless ------------------------- Buyer Purchaser and its shareholders Affiliates, the Company and its Subsidiaries, and their respective Affiliates, and the shareholdersequity owners, directors, managers, officers, employeesemployees and Representatives (and each of the heirs, agentsexecutors, successors and assigns of the foregoing) (collectively, all of the foregoing the “Purchaser Indemnified Parties”) against any and any Person claiming all Damages incurred or suffered by or through any of them, as the case may be, from and againstPurchaser Indemnified Parties to the extent resulting from: (a) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation or warranty made by of the Seller Fundamental Representations contained in this Agreement or in the Transactions Documents any certificate or instrument (solely with respect to such Seller Fundamental Representations) delivered by Selleror on behalf of the Company or Seller pursuant to this Agreement (it being understood that both for purposes of determining the amount of any Damages and for purposes of determining whether such representation or warranty has been breached, such representations and warranties shall be interpreted, in each case, without giving effect to any limitations or qualifications as to materiality as set forth therein (iiwhich shall be deemed to be deleted therefrom)) 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 of to be performed by the Company or Seller contained in pursuant to this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateAgreement; and (bc) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or any Damages resulting from any a breach of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Section 4.8.3.

Indemnification by Seller. Seller hereby covenants and agree that, to the fullest extent permitted by Legal Requirement, they will defend, indemnify and hold harmless ------------------------- Buyer Buyer, and its shareholders Related Persons and its Representatives, and their respective Affiliates, and the shareholdersofficers, directors, officersmembers, managers, employees, agents, and Representatives, and all successors and assigns and any Person claiming by or through any of themthe foregoing (collectively, as the case may be“Buyer Indemnified Persons”), for, from and against: against any Adverse Consequences arising from or in connection with: (ai) all Losses resulting from any Breach of any representation, warranty, covenant, obligation or agreement made by Seller in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Seller pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of GFD based on facts, events or circumstances occurring before the Closing Date, or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller connection with respect to, or any event or circumstance related to, the ownership or and operation of GFD, GFD’s assets, and the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property GFD business prior to the Closing Date, or facts and circumstances relating specifically to GFD, GFD’s assets, and the GFD 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; (iii) any Liability of GFD to Seller or any Related Person of Seller (except in connection with Permitted Encumbrances prior to the date on which Buyer has fully performed under the Transaction Documents); (iv), the EXO Loan Documents; or (v) 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. 7.3.3.1 In addition to its indemnification obligations under Section 7.3.3, Seller hereby covenant and agree 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 the costs of removal cleanup, containment or clean-up other Remedial Action) arising out of such Hazardous Substance acts or neglect occurring or conditions existing at or before Closing from or in connection with: (i) any Environmental, Health and other compliance with Safety Liabilities arising out of or relating to (a) the provisions conduct of any Environmental Laws activity by Seller, GFD, or their Related Persons, or any employee, contractor, agent or Representative thereof, relating to GFD’s assets or Business, (whether before b) the ownership or after Closing)operation by any Person at any time on or prior to the Closing Date of any of GFD’s assets or Business, or (viii) c), any rate refund ordered by Hazardous Materials or other contaminants that were present on GFD’s assets at any Governmental Authority for periods time on or prior to the Closing Date; and or (ii), 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 of GFD’s assets, in any way arising from or allegedly arising from (a) any Hazardous Activity conducted by Seller, GFD, their Related Persons or any employee, contractor, agent or Representative thereof, with respect to GFD’s assets or Business, or (b) all claims), actionsfrom any Hazardous Material that was 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, suitsif such Hazardous Material emanated or allegedly emanated from any Property and was present or suspected to be present on any Property, proceedingson or prior to the Closing Date), demandsor Released or allegedly Released by Seller, judgmentsGFD, assessmentstheir Related Persons, finesor any Person, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident on or relating to or resulting from at any of the foregoingProperties or GFD Assets at any time on or prior to the Closing Date. In the event that an indemnified item arises under both clause (a)(i) and under one Buyer, either directly or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicableGFD, will exist notwithstanding the expiration of the Survival Period applicable be entitled to such 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 clause (a)(i)this Section 7.3.

Indemnification by Seller. Except as otherwise limited by this Article VI or by Section 3.3 (Survival of Representations and Warranties and Covenants), Seller will indemnify agrees to indemnify, defend and hold harmless ------------------------- Buyer Purchaser and Holdings and each of its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agents, shareholders and controlling persons, and their respective successors and assigns and any Person claiming by or through any of themassigns, as the case may beseparate consideration for which is hereby acknowledged, of, from and againstagainst and in respect of any and all liabilities, actions, lawsuits, conduct, losses, damages, demands, assessments, claims, costs and expenses (including interest, awards, judgments, penalties, settlements, fines, diminutions in value, costs and expenses incurred in connection with investigating and defending any claims or causes of action including reasonable attorneys' fees and expenses and all reasonable fees and expenses of consultants and other professionals) ("DAMAGES") actually suffered, incurred or realized by such party (collectively, "PURCHASER LOSSES") arising out of or resulting from or relating to any of the following: (a) all Losses resulting from any misrepresentation, breach of warranty or arising out of (i) any breach of any representation covenant or warranty agreement made or undertaken by Seller in this Agreement or any misrepresentation in or omission from any other agreement, certificate, exhibit or writing delivered to Purchaser pursuant to this Agreement, including the Transactions Documents delivered by Schedules; provided that this clause shall apply with respect to any misrepresentation, breach of warranty or omission if, but only if, the representation, warranty or omission is set forth in a provision that survives the Closing pursuant to Section 3.3; (b) any Damages or Purchaser Losses (other than the Assumed Liabilities) relating to Seller, (ii) any breach of any covenantHoldings, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which actwhether known or unknown, omissionnow existing or hereafter arising, event contingent or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13liquidated, (ivincluding without limitation, any Tax liabilities) any liability accruing or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods arising prior to the Closing Date; and (bc) any services provided by or on behalf of Seller or Holdings on or prior to the Closing Date or with respect to any claims made pursuant to warranties to third persons in connection with services provided by or on behalf of Seller or Holdings on or prior to the Closing Date. Notwithstanding the foregoing, Seller shall not be liable under clause (a) of this Section 6.2 based upon a misrepresentation or breach of warranty or omission unless and until the aggregate amount of any Purchaser Losses exceeds $2.0 million at which time all claimsPurchaser Losses in excess of such amount shall be subject to indemnification by Seller; provided, actionshowever, suits(i) Seller's liability under Sections 6.2(b) and (c) shall not be so limited, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expensesii) incident or relating to or resulting liability under Section 6.2(a) shall not be so limited if such Purchaser Losses arise from Seller's breach of any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one provisions set forth in Sections 3.1(b), 3.1(f), or more of clauses (a)(ii) through (a)(viii) 9.1 of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. (a) Following the Closing and subject to the terms of this Agreement, Seller will indemnify and shall indemnify, defend, hold harmless ------------------------- and reimburse Buyer and its shareholders and its Affiliates and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of thempermitted assigns, in their capacity as such (collectively, the case may be“Buyer Indemnified Parties”), for, from and against: (a) against all Losses resulting from imposed on, incurred or suffered by or asserted against any Buyer Indemnified Party in connection with or arising out of of: (i) any inaccuracy in or breach of any Non-Fundamental Seller Representation; it being understood that for purposes of this Section 8.2(a)(i) any qualifications relating to materiality (such as the terms “material” and “Material Adverse Effect”) contained in such representation or warranty made (other than the representation and warranty set forth in Section 3.6(b) (Absence of Certain Changes)) shall be disregarded for purposes of determining whether such representation or warranty was inaccurate or breached as well as for purposes of calculating the quantity of such Losses; (ii) any inaccuracy in or breach of any Seller Fundamental Representation; it being understood that for purposes of this Section 8.2(a)(ii) any qualifications relating to materiality (such as the terms “material” and “Material Adverse Effect”) contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was inaccurate or breached as well as for purposes of calculating the quantity of such Losses; (iii) any breach of or failure of Seller or the Company to fully perform any covenant or obligation of Seller or the Company contained in this Agreement; (iv) any Indemnified Taxes; (v) any claim, cause of action, right or remedy, or any Action, asserted at any time by any actual or alleged member or securityholder of Seller, the Company or any of their respective Affiliates (other than any claims, cause of action, right or remedy or Action asserted by Seller in accordance with the terms of this Agreement Agreement) relating to Buyer’s obligations under this Agreement, including the obligation to pay any Contingent Payments or use Commercially Reasonable Efforts to develop, commercialize, market or -80- sell the Kv7 Products, or the allocation or entitlement to a portion of the consideration paid or to be paid in connection with the Transactions, including any assertion of contractual, employment or other rights and any assertion of rights to own or acquire any security; (vi) any Excluded Asset or Excluded Liability; (vii) any inaccuracies in the Transactions Documents delivered by SellerFunds Flow Memorandum; or (viii) any Seller Transaction Expenses that are not paid in full at or prior to the Closing. (b) Seller shall not have any liability pursuant to this Article VIII in respect of any Losses of the type described in Section 8.2(a)(i) (i) to the extent that the aggregate amount of such Losses (excluding any Losses counted towards the Deductible described in clause (ii) below) exceeds [**] (the “Cap Amount”), (ii) any breach unless and until the aggregate amount of any covenantsuch Losses (together with all losses of the type described in Section 8.2(a)(ii)) exceeds [**] (the “Deductible”), agreement or obligation in which event Seller shall be liable for all such Losses in excess of Seller contained in this Agreement or in the Transaction Documents delivered by SellerDeductible, and (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter any individual item or series of related items where the Loss relating thereto is asserted before or after less than [**] (the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i“De Minimis Claim Threshold”).

Indemnification by Seller. Seller will indemnify (a) From and hold harmless ------------------------- after the Closing Date and subject to the provisions of this Article XI, Buyer and its shareholders and its Affiliates and their respective Affiliates, and the shareholders, its directors, officers, managers, employees, equity holders, agents, attorneys, representatives, successors and assigns and any Person claiming by or through any of thempermitted assigns, as applicable (collectively, the case may be, “Buyer Indemnified Parties”) shall be entitled to be indemnified and held harmless by Seller from and against: (a) against any and all Losses incurred by any Buyer Indemnified Party resulting from or arising out of from (i) any failure by Seller to perform or comply with any covenant or agreement in this Agreement or any Closing Document, (ii) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered any Closing Document, whether or not known by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by SellerBuyer at Closing, (iii) with the exception of the Assumed Liabilities, any act Third Party Claim based upon, resulting from or omission arising out of Seller with respect to, or any event or circumstance related tothe conduct of the Business, the ownership or operation of the Assets Purchased Assets, or the conduct sale of products and services relating to the Business, which act, omission, event or circumstance occurred or existed prior to or at Business by the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property Parties prior to the Closing Date, or (iv) any Excluded Asset or Excluded Liability, including any Environmental Liability or Employee Liability, regardless of whether or not the costs Seller Disclosure Schedule discloses any such Excluded Asset or Excluded Liability; provided that for purposes of removal this Section 11.2, the representations and warranties of Seller in this Agreement and the Closing Documents shall be deemed to have been made without any qualifications as to knowledge or clean-up materiality and, accordingly, all references herein and therein to “knowledge,” “Business Material Adverse Effect,” “material,” “in all material respects” and similar qualifications as to knowledge and materiality shall be deemed to be deleted therefrom (except (x) where any such provision requires disclosure of lists of items of a material nature or above a specified threshold, (y) with respect to any knowledge qualifier, where it relates to any “threatened” act or circumstance or to the compliance by any third party with any obligation owed to a Seller Party under any Contract or otherwise or (z) with respect to the knowledge qualifiers set forth in Section 5.12(g) relating to the Licensed IP only), provided, further, that to the extent that any materiality or knowledge qualified representation or warranty is deemed to be breached by Seller solely as the result of the application of the proviso immediately preceding this proviso, such Hazardous Substance and other compliance with breach will not constitute or give rise to a claim of Fraud, for purposes of this Article XI or otherwise. (b) Notwithstanding anything in this Agreement to the provisions contrary, Seller shall not be liable for any Loss or Losses resulting from any inaccuracy in or breach of any Environmental Laws representation or warranty made by Seller in this Agreement other than the Seller Fundamental Representations pursuant to Section 11.2(a)(ii) (“Buyer Warranty Losses”): (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnified Parties exceeds an amount equal to one percent (1.0%) of the Base Purchase Price (the “Deductible”), and then only to the extent that such Buyer Warranty Losses exceed the Deductible; provided that the limitation in this Section 11.2(b)(i) shall not apply to any claims resulting from any inaccuracy in or breach of any representation or warranty made by Seller in Section 5.12(a) and the first sentence of Section 5.12(g); (ii) with respect to any individual claim or series of claims having the same nature or origin where the Buyer Warranty Losses relating thereto are less than Twenty-Five Thousand Dollars ($25,000) and any such Buyer Warranty Losses shall not be counted or aggregated for purposes of determining whether before the Buyer Indemnified Parties have incurred Losses in excess of the Deductible; provided that the limitation in this Section 11.2(b)(ii) shall not apply to any claims resulting from any inaccuracy in or after Closingbreach of any representation or warranty made by Seller in in Section 5.12(a) and the first sentence of Section 5.12(g); and (iii) to the extent that Buyer Warranty Losses, in the aggregate, exceed (A) an amount equal to ten percent (10.0%) of the Base Purchase Price with respect to any representations or warranties other than the representations and warranties set forth Section 5.12(a) and the first sentence of Section 5.12(g) (the “Cap”), or (viiiB) an amount equal to the Purchase Price minus the aggregate value of the Inventory, as set forth in the Appraisal Report, with respect to any rate refund ordered by representations or warranties of Seller set forth in Section 5.12(a) and the first sentence of Section 5.12(g). (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in Section 11.2(b) shall be deemed to limit or restrict in any Governmental Authority manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on claims arising out of Fraud. (d) Notwithstanding the foregoing limitations in Section 11.1 and this Section 11.2, Seller will indemnify Buyer for periods the full amount of any claims relating to any Seller Parties’ failure to timely file any required reports and excise tax documents with the Alcohol and Tobacco Tax and Trade Bureau (the “TTB”), the California Department of Alcoholic Beverage Control or Board of Equalization (the “BOE”) or to timely pay any federal excise taxes to the TTB and state taxes to the BOE with respect to operations of the Business prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Subject to the provisions of Sections 9.1(b) and 11.4, taking into account any amounts reflected in Effective Time Net Working Capital so as to avoid any duplication or double recovery by Buyer, from and after the Closing, Seller will indemnify and shall indemnify, defend, hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliatesreimburse Buyer, the Acquired Companies, and the shareholdersBuyer’s, and each Acquired Company’s present and future directors, officers, employees, consultants, agents, shareholders, members and partners and each of the successors and assigns and any Person claiming by or through of any of themthe foregoing (collectively, as the case may be, “Buyer Indemnified Persons”) from and against: (a) against any and all Losses resulting from Covered Liabilities suffered or incurred by a Buyer Indemnified Person as a result of or arising out of (ia) any inaccuracy or breach of any representation or warranty made by of Seller in this Agreement or Seller’s Closing Certificate (without giving effect, for purposes of calculating damages associated with any such inaccuracy, but not for purposes of determining any such inaccuracy, to any qualifier as to materiality, material, material adverse effect, Material Adverse Effect or words of similar meaning set forth herein); (b) any breach or nonperformance of any agreement or covenant on the part of Seller that is expressly set forth in this Agreement; (c) any and all Seller Taxes; (d) any Action (i) set forth on Schedule 4.2(e), other than Actions relating to the Transactions Documents delivered by SellerOffshore Legacy Assets only to the extent filed, or based upon events or conditions occurring, in each case, prior to April 17, 2012 or (ii) against any breach of the Acquired Companies or their respective assets or properties that (A) is based upon events or conditions occurring prior to the Effective Date, (B) is not described in the immediately preceding clause (i) and (C) is covered by insurance of Seller or its Affiliates; (e) any Royalties that have not been timely and fully paid and that are attributable to the Acquired Companies’ operation of any covenant, agreement or obligation of Seller contained in this Agreement or in their respective assets and properties during the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, period ending on the ownership or Closing Date other than those relating to the operation of the Offshore Legacy Assets on or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to April 17, 2012; or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (ivf) any liability fines or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered penalties imposed by any Governmental Authority for periods and that are attributable to the Acquired Companies’ operation of any of their respective assets and properties during the period ending on the Closing Date other than those relating to the operation of the Offshore Legacy Assets on or prior to the Closing Date; and (b) all claimsApril 17, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)2012.

Indemnification by Seller. Subject to the provisions of Section 8.4, Seller will indemnify shall indemnify, save harmless and hold harmless ------------------------- Buyer and defend each of Purchaser, its shareholders and its and their respective stockholders, Subsidiaries, Affiliates, and the shareholdersofficers, directors, officers, employees, agents, representatives, successors and assigns and any Person claiming by or through any of them(each, as the case may bea "Purchaser Indemnified Party"), from and against: against any and all losses, Liabilities, fines, judgments, sums required to be repaid, claims, damages, settlement payments, actions or causes of action, Encumbrances, costs and expenses (aincluding reasonable attorneys' fees) all Losses resulting from or (collectively "Losses") incurred by any of them by reason of, arising out of or in connection with: (ia) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the (, any Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, Document or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior certificate delivered to or at the Closing Date, without regard to whether a claim Purchaser in connection with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN(provided that, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any solely for purposes of the Real Property prior to calculation of Losses arising hereunder and the Closing Datedetermination of whether a breach has occurred, including the costs each such representation and warranty shall be read without any qualification of removal materiality, Material Adverse Effect or clean-up of similar phrase in such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before representation or after Closingwarranty), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claimsany breach by Seller of any of their respective covenants, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses obligations or agreements contained in this Agreement or any Transaction Document; (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expensesc) incident any claims of any broker or finder engaged by Seller or any of its Affiliates relating to the transactions contemplated by this Agreement; (d) any Excluded Liability; and (e) any claim by a third party which, if true, would (i) indicate that a breach of a representation, warranty or resulting from other agreement of Seller hereunder had occurred or (ii) constitute an Excluded Liability (collectively, "Purchaser's Indemnifiable Losses"). Anything contained herein to the contrary notwithstanding, Seller shall not be liable for any of amounts in the foregoing. In aggregate that exceed the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Purchase Price.

Indemnification by Seller. (a) Seller will indemnify shall indemnify, defend and hold harmless ------------------------- Buyer and Purchaser, its shareholders affiliates and its and their respective Affiliatesdirectors, and the shareholders, directorsmanagers, officers, employees, agents, successors representatives and assigns and any Person claiming by or through any of them, as advisors (the case may be, “Purchaser Indemnitees”) harmless from and againstshall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Agreement Date which result from: (a) all Losses resulting from or arising out of (i) any Any material breach of any a representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement; (ii) any breach Any servicing act or omission of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including Mortgage Loans from such Owner or in a shortfall of funds to pay the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateFuture Excess Servicing Spread; and (bv) all claims, actions, suitsLitigation, proceedings, demandsgovernmental investigations, judgmentsorders, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident injunctions or relating to or decrees resulting from any of the foregoing. In items described in Section 11.01(a)(i)-(iv) above; provided, however, that the event applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 11.01(a) but may affect the amount of such obligation; and further provided, that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding any Losses incurred by the expiration of the Survival Period applicable to such claim under clause (a)(i).Purchaser

Indemnification by Seller. Other than with respect to Taxes, which shall be governed solely by Section 19, without duplication of the obligations of Seller will under Section 11, Seller shall indemnify Buyer against, and hold Buyer harmless ------------------------- from, any and all losses, claims, damages, liabilities and related reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for Buyer) incurred by Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: (a) all Losses resulting from or asserted against Buyer arising out of, in connection with, or as a result of (i) the execution or delivery of the Agreement, any breach other related document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any representation their respective obligations hereunder or warranty made by Seller in this Agreement thereunder or in the Transactions Documents delivered by Sellerconsummation of the transactions contemplated hereby or thereby, and (ii) any breach of any covenantactual or prospective claim, agreement litigation, investigation or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or proceeding relating to or resulting from any of the foregoing. In , whether based on contract, tort or any other theory, whether or not Buyer is a party thereto and whether or not caused by or arising, in part, out of the event comparative or contributory negligence of Buyer; provided that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii)such indemnity shall not, as applicableto Buyer, will exist notwithstanding be available to the expiration extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Survival Period applicable to gross negligence or willful misconduct of Buyer or (y) result from a claim brought by Seller or Guarantor against Buyer, unless such claim under clause (a)(i)is determined adversely to Seller or Guarantor by a final and nonappealable judgment of a court of competent jurisdiction.

Indemnification by Seller. Seller will indemnify indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through of any of them, as the case may besuch Persons, from and against: (a) all Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any such other indemnified Person resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by SellerAgreement, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by SellerAgreement, (iii) any act or omission of Seller claim with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which if such claim arises from or is asserted in connection with any act, omission, event event, or circumstance which occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.135.10, (iv) any liability or obligation of Seller not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION Section 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARNviolate the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal removal, Release or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, or non-compliance with any Environmental Law prior to the Closing Date, including the costs of removal or clean-Clean- up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority a governmental authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION Section 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. If the Closing occurs, Seller will indemnify agrees, for a period of twelve (12) months after the Closing Date (the “Survival Period”), to release, indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, Purchaser from and against:against any and all suits, judgments, damages, claims, liabilities, Losses, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees): (a) all Losses resulting from or arising out of (i) that are attributable to any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by SellerLiabilities relating to Environmental Laws, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect toto the use, or any event or circumstance related to, the ownership or operation of the Assets or the conduct during periods of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property time prior to the Closing DateEffective Time, including the costs regardless of removal whether Purchaser was wholly or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before partially negligent or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; andotherwise at fault; (b) all claimsthat arise out of any breach by Seller of any representation, actionswarranty, suitsor covenant hereunder. provided, proceedingshowever, demandsthat such indemnity, judgmentsdefense and hold harmless obligations shall not apply to (i) any amount that was taken into account as an adjustment to the Preliminary Purchase Price pursuant to the provisions hereof, assessments(ii) any liability of Purchaser to Seller under the provisions of this Agreement, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expensesiii) incident or relating to or resulting from any amount in excess of twenty percent (20%) of the foregoing. In Preliminary Purchase Price; provided further that the event that an indemnified item arises under both foregoing limitation set forth in subsection (iii) in the immediately preceding clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2sentence shall not apply in respect of any breach of representation or warranty set forth in Section 4.1, Buyer's rights Section 4.2 or Section 4.23 or any fraud or willful misconduct; and provided further that Seller’s indemnity obligation with respect to pursue its claim under clauses any tax matter and the special warranty of title contained in the conveyances to be provided at Closing shall extend until ninety (a)(ii90) through (a)(viii), as applicable, will exist notwithstanding days after the expiration applicable statute of the Survival Period applicable to limitations period for such claim under clause (a)(i)matter .

Indemnification by Seller. Until December 31, 2010, Seller will shall indemnify and hold Buyer harmless ------------------------- Buyer from and its shareholders against any liability, loss, damage, claim, cost or expense (including, without limitation, expenses of investigation and its defense and their respective Affiliatesreasonable fees and disbursements of counsel), and the shareholdersLiens, directorsor other obligations of any nature whatsoever (collectively, officers“Losses”), employees, agents, successors and assigns and any Person claiming incurred by or through any of them, as the case may be, from them and againstarising out of or based upon: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller of its representations, warranties, covenants or agreements set forth in this Agreement or in Agreement, the Transactions Documents delivered by SellerMaster Agreement, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect toAncillary Agreement, or any event other document or circumstance related toinstrument delivered by Seller pursuant hereto or thereto; (b) any claim, the ownership action, suit, proceeding or operation investigation of any kind, at law or in equity, arising primarily from acts, omissions, events or other conditions that occurred or existed with respect to the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed Business at any time prior to the Closing, including, without limitation, all claims of ConocoPhillips against Seller; and (c) any obligations, debts, Taxes, operating expenses, rent, utilities and other liabilities of Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, that are not expressly assumed by Buyer pursuant to Section 1.3 above, including for purposes of clarity and without limitation, any Losses incurred as a result of any Environmental Matters (as provided for in Section .6.3 hereof) or condition asserted against Buyer or the Assets. Seller shall have no right to seek contribution from Buyer with respect to all or any part of their indemnification obligations hereunder, and such obligations shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by or on behalf of Buyer at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, without regard to whether a claim with respect to such matter is asserted before the accuracy or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability inaccuracy of or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions any representation, warranty, covenant or agreement of any Environmental Laws (whether before or after Closing)Seller. Seller’s obligations under this Section 7.1 shall expire and be of no further effect at 11:59 p.m., or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claimsIndianapolis time, actionson December 31, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)2010.

Indemnification by Seller. Seller will agrees to indemnify and hold harmless ------------------------- Buyer and Buyer, its shareholders and its affiliates, and their respective Affiliates, and the shareholders, directors, officers, employees, consultants, shareholders, members, partners, agents, and representatives, and all successors and assigns and any Person claiming by or through any of themassigns, as the case may be, harmless from and against: against any and all actions, suits, proceedings, damages, liabilities, claims, losses, costs, and expenses (including reasonable attorneys' and experts' fees) (collectively, "Losses") paid or incurred by Buyer by reason of, or arising out of, or in connection with: (a) all Losses resulting from or arising out of (i) any the breach by Seller of any material representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement APA or in any certificate delivered to Buyer pursuant to the Transaction Documents delivered provisions of this APA; (b) the failure of Seller to perform or comply with any material covenant or agreement required by this APA to be performed or complied with by Seller, ; (iiic) any act or omission of Seller with respect to, or Retained Liability; and (d) any event or circumstance related to, the ownership or operation activities of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Business conducted by Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including or any other Seller actions related to the costs of removal Transferred Assets that were taken or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered omitted by any Governmental Authority for periods Seller prior to the Closing Date, or are taken or omitted by Seller after the Closing Date but are related to liabilities or obligations that continue to attach to Seller after the Closing Date, unless Losses in connection therewith are due to a breach by Buyer of any material representation or warranty contained in this APA that survives at the time such Losses arose; and provided that any such claim within this paragraph 10.1 resulting in any Losses is either approved as valid by Seller, or is otherwise judicially determined to be valid (b) and provided that Seller shall be responsible for all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding costs associated with such judicial determination in the expiration of case that it confirms the Survival Period applicable to such claim under clause (a)(iclaim's validity).

Indemnification by Seller. As of the Effective Date and subject to the other provisions of this Section 6, Seller will indemnify shall indemnify, defend and hold harmless ------------------------- Buyer and Buyer, its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employeesagents and employees (collectively, agentsthe "Buyer Indemnified Parties") harmless from and against and will pay to the Buyer Indemnified Parties the amount of any Losses, successors and assigns and any Person claiming by arising directly or through any of them, as the case may beindirectly, from and againstor in connection with: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, Agreement; (ii) any breach by Seller of any covenant, agreement covenant or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, Agreement; or (iii) any act gross negligence or omission willful misconduct of Seller with respect toor Seller's wrongful failure to render the services or produce the products contemplated by this Agreement. Notwithstanding the above, Seller shall have no liability and shall not indemnify Buyer for any Losses to the extent based on (A) the gross negligence or willful misconduct of a Buyer Indemnified Party or (B) any event delay or circumstance related torefusal on the part of Buyer in providing any necessary pre-approvals or approvals under this Agreement on a timely basis. In each instance where pre-approval or approval is required under this Agreement, the ownership Seller shall request for pre-approval or operation approval in advance of the Assets time when Losses would be incurred if pre-approval or the conduct of the Business, which act, omission, event approval were not obtained. Seller shall not be obligated to take any action or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim pay any expense with respect to a matter requiring pre-approval or approval until such matter is asserted before pre-approval or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated approval has been provided by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will indemnify hereby agrees to indemnify, defend and hold save harmless ------------------------- Buyer Purchaser and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, affiliates, agents, successors advisors, representatives, shareholders and assigns (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any Person claiming and all Losses incurred or suffered by any Purchaser Indemnified Party arising out of, or through any of themrelated to, as the case may befollowing (each, from and against:a “Purchaser Claim”): (a) all Losses resulting from any misrepresentation, inaccuracy or arising out of (i) any breach of any representation or warranty made by the Seller in this Agreement any Transaction Document or in the Transactions Documents any document, certificate or other instrument required to be delivered by Seller, the Seller under any Transaction Document; (iib) any breach or non-fulfillment by the Seller when required to be performed of any covenant, covenant or agreement made or to be performed by the Seller in any Transaction Document or in any agreement or obligation of Seller contained instrument entered in this Agreement or in the connection with any Transaction Documents delivered by Seller, Document; (iiic) any act fraud or omission of Seller intentional misrepresentation with respect to, or intentional breach of, any event or circumstance related to, Transaction Document by the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateSeller; and (bd) all claimsthe Retained Liabilities. Except as set forth in Section 6.5 with respect to third party Actions, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In in the event of any Purchaser Claim, Purchaser shall notify Seller and such notice shall be in writing and shall describe with reasonable specificity the nature and amount of such Purchaser Claim (a “Purchaser Notice of Claim”); provided, however, that an indemnified item arises any delay on the part of a Purchaser Indemnified Party in giving Seller a Purchaser Notice of Claim shall not relieve Seller from its obligations under both clause (a)(i) and under one or more this Section 6.1 except to the extent, if any, that Seller is materially prejudiced thereby. A Purchaser Notice of clauses (a)(ii) through (a)(viii) Claim may be delivered at any time during the applicable survival period for such claim as set forth in Section 6.3 of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. (a) Purchaser Claims. Seller will indemnify indemnify, defend and hold harmless ------------------------- Buyer Purchaser, its Affiliates and its shareholders and its and each of their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agentsattorneys, agents and successors and assigns and any Person claiming by or through any of them(collectively, as the case may be“Purchaser Group”), from and againstagainst any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (“Losses”), including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings, which arise out of, are in connection with or relate to, the following (collectively, “Purchaser Claims”), in each case, even if such Losses are caused by the sole, joint or xxxxxxxxxx xxxxxxxxxx, xxxxxx liability or other fault of any person included in the Purchaser Group or any other Person: (a) all Losses resulting from or arising out of (i) any breach or violation of any representation covenant, obligation or warranty agreement of Seller set forth in this Agreement or the Ancillary Agreements; (ii) any breach or inaccuracy of the representations or warranties made by Seller in this Agreement or the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in the Transactions Documents any certificate to be delivered by SellerSeller pursuant hereto; provided that for purposes of determining the amount of Losses sustained or incurred thereby, (iifor purposes of this Section 7.1(a) any breach only, such representations and warranties shall be interpreted without giving effect to the words “material”, “materially”, “Material Adverse Effect”, or words of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, similar effect; (iii) any act or omission of Seller with respect Third Party Claim relating to, in connection with or any event or circumstance related to, the ownership or operation arising out of the Assets ownership, operation or the conduct use of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior Transmission Assets, to the Closing Date, including the costs extent relating to any period of removal time on or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; andor (biv) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and any other fees, costs and expenses) incident or matter relating to the Transmission Assets, to the extent relating to any period of time on or resulting from any of prior to the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Closing Date.

Indemnification by Seller. (a) Seller will hereby agrees to indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, Purchaser and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, Companies from and against: (a) all Losses resulting from or arising out of against (i) any loss, liability, claim, obligation, damage or deficiency (any "Damage") of or to Purchaser or any of the Companies (other than any relating to Taxes, for which indemnification provisions are set forth in Section 5.04(e)) arising out of or resulting from any misrepresentation, breach of any representation warranty or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach nonfulfillment of any covenant, covenant or agreement or obligation on the part of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act statement or omission of Seller certificate furnished or to be furnished to Purchaser pursuant hereto or in connection with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARNhereby, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, and (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viiiii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs reasonable attorneys' fees and reasonable legalall other expenses incurred in investigating, accountingpreparing or defending any litigation or proceeding, experts' and other fees, costs and expensescommenced or threatened) (any "Costs") incident to any of the foregoing or relating the enforcement of this Section 7.01. (b) No action or claim for Damages resulting from breaches of the representations and warranties of Seller or pursuant to Section 5.04(e) shall be brought or made after the third anniversary of the Closing Date, except that such time limitation shall not apply to (i) any breach of the representations contained in Sections 3.03 or 3.04 or (ii) any claims which exist prior to the third anniversary of the Closing Date, and which have been the subject of a written notice from Purchaser to Seller prior to such date, which notice specified in reasonable detail the nature of the claim. (c) Seller shall be liable to Purchaser only to the extent the cumulative total of Damages and Costs under this Section 7.01 and Section 5.04(e) exceeds $200,000 (at which time rights to indemnification may be asserted for such $200,000 amount and amounts in excess thereof) and in no event shall Seller be liable under this Section 7.01 for any amount in excess of $5,000,000; provided, however, no limitation of liability provided in this paragraph (c) shall apply to any Damage or Cost arising out of or resulting from common law fraud in connection with the transactions contemplated by this Agreement. (d) Any indemnification payment by Seller under this Agreement shall be reduced by the amount of any Purchaser's Tax Effect. For purposes hereof, "Purchaser's Tax Effect" shall mean an amount equal to the amount of the foregoingfederal, state, local or foreign tax savings attributable to Purchaser's payment of any Damage or Cost for which it receives an indemnification payment under this Section 7.01 or under Section 5.04(e) (after taking into account the tax effect, if any, of receipt of any indemnification payment). In To the event that extent the parties cannot agree whether any tax benefit exists or on the appropriate treatment of any tax benefit, such disagreement shall be resolved by either an indemnified item arises under both clause (a)(i) accounting firm or a law firm with a nationally recognized tax practice selected jointly by Purchaser and under one or more Seller. If such parties cannot agree on a firm as specified in the prior sentence, the firm shall be selected jointly by the independent auditors of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)parties.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders shall reimburse Purchaser, for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and its defense and their respective Affiliatesreasonable attorney's fees) or diminution of value (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by "Damages") arising from or through any of them, as the case may be, from and againstin connection with: (a) all Losses resulting from or arising out any inaccuracy in any of (i) any breach the representations and warranties of any representation or warranty made by Seller in this Agreement or in the Transactions Documents any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to this Agreement; (d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) any breach of any covenantSeller' aggregate liability for Damages shall in no event exceed the Purchase Consideration, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, and (iii) Seller shall have no obligation to indemnify Purchaser for any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or claims made by Purchaser after eighteen (24) months after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Seller will (a) Subject to the provisions of Sections 7.1(b) and 7.4 below, Seller, shall indemnify Purchaser and its Affiliates including, without limitation, after the Closing, Company, and each of their respective stockholders, officers, directors, employees and representatives (each a “Purchaser Indemnitee”) against, and hold each Purchaser Indemnitee harmless ------------------------- Buyer from, any and all loss, damage, liability, payment, and obligation, and all expenses, including without limitation reasonable legal fees (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee after the Closing Date resulting from, related to or arising out of any (i) Excluded Liabilities; or (ii) inaccuracy in or breach of any of the representations, warranties or covenants made by Seller or Company in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing of the transactions contemplated hereunder. For purposes of the calculation of Losses with respect to indemnification hereunder, any inaccuracy in or breach of a representation or warranty shall be deemed to constitute a breach of such representation or warranty, notwithstanding any limitation or qualification as to materiality or Material Adverse Effect set forth in such representation or warranty as to the scope, accuracy or completeness thereof, it being the intention of the parties that Purchaser and its shareholders Affiliates be indemnified and held harmless from and against any and all Losses arising out of or based upon or with respect to the failure of any such representation or warranty to be true, correct and complete in any respect. For the avoidance of doubt, the foregoing sentence shall not defeat the purpose of any qualification as to materiality as it relates to determining whether a breach of a representation or warranty has occurred. (b) No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 7.1 in respect of an inaccuracy in or breach of any representation or warranty until such time as the Losses of all Purchaser Indemnitees exceed Four Hundred Thousand Dollars ($400,000) (“Seller’s Basket”) in the aggregate; provided that all claims by Purchaser Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Purchaser Indemnitees exceed the Seller’s Basket, and thereupon Seller shall become obligated to indemnify the Purchaser Indemnitees for the amount by which all such Losses exceed Seller’s Basket. In no event shall the Seller’s indemnification obligations in this Section 7.1 exceed an aggregate of Four Million Dollars ($4,000,000) (“Seller’s Cap”); provided that neither the Seller’s Basket nor the Seller’s Cap shall apply to inaccuracies or breaches of Sections 1.5 (Purchase of Additional Assets), 1.6(a) (Excluded and Additional Liabilities), 2.1 (Organization), 2.2 (Authorization), 2.4 (Capitalization; No Subsidiaries) and 2.17 (Taxes), and provided further that the limit on Seller’s indemnification with respect to Taxes or obligations for defects in such Seller’s title to the shares of Company Common Stock or Seller’s ability to convey marketable title thereto or of breaches of any covenants of Seller under this Agreement shall be equal to the lesser of (i) the Purchase Price or (ii) actual loss, net of insurance proceeds. The Losses or right of indemnification under Section 7.1(a) for which Purchaser Indemnitees are entitled to recovery shall be reduced by (i) the amount of any insurance proceeds the Purchaser Indemnitees receive with respect to such Losses or right of indemnification and (ii) any indemnity, contribution or other similar payment that Purchaser Indemnitees received from any third party with respect to such Losses or right of indemnification. If Purchaser received any payment from Seller in respect of any Losses pursuant to this Section 7.1 and Purchaser could have recovered all or part of such Losses from a non-affiliated third party (a “Potential Contributor”) based on the underlying claim, Purchaser shall, to the extent permitted by applicable law and any contractual provision, assign such of its rights to proceed against the Potential Contributor as are necessary to permit Seller to make a claim for recovery from the Potential Contributor the amount of such payment. (c) Each Purchaser Indemnitee shall promptly give written notice to Seller of the assertion by any Person of any claim, action, suit or proceeding with respect to which Seller are obligated to provide indemnification hereunder; provided, however, that the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Seller in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.1 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred. Seller shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of their respective Affiliateschoice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser Indemnitee that is subject to indemnification by Seller hereunder, and the shareholderscost and expense thereof shall be subject to the indemnification obligations of Seller hereunder; provided, directorsthat each Purchaser Indemnitee shall have the right and option to participate in, officersbut not control, employeesthe defense of such action at its own expense, agentsunless the amount of the claim exceeds the remaining available amounts of the amount of the Seller’s Cap, successors in which case Purchaser will be entitled to control the defense of such action at Seller’s expense; and assigns provided, further, that, (i) if Seller elects not to defend any such action; or (ii) if a Purchaser Indemnitee shall have defenses not available to Seller and if counsel to Purchaser shall advise that common representation is not appropriate, then such Purchaser Indemnitee shall be entitled, at its option through counsel of its choice, but at Seller’s expense, to assume and control the defense of such action. Neither Seller, on the one hand, nor any Person claiming by Purchaser Indemnitee, on the other hand, shall be entitled to settle or through compromise any such claim, action, suit or proceeding without the prior written consent of them, such Purchaser Indemnitee or the Seller as the case may be, from and against: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation consent shall not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)be unreasonably withheld.

Indemnification by Seller. Seller will indemnify and hold harmless ------------------------- Buyer for any damage or expense (including costs of investigation and its shareholders defense and its reasonable attorneys’ fees and their respective Affiliatesexpenses) or diminution of value, and the shareholderswhether or not involving a Third-Party Claim (collectively, directors“Damages”), officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstarising from: (a) all Losses resulting from or arising out of (i) any breach Breach of any representation or warranty made by Seller in (i) this Agreement Agreement, or in the Transactions Documents delivered by Seller, (ii) the bringdown certificate delivered by Seller pursuant to Section 2.7(a) (for this purpose, including the Schedules attached to each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 6.1 as of the Closing Date as if made on the Closing Date unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 6.1 not to be satisfied); (b) any breach Breach of any covenant, agreement covenant or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, Agreement; (iiic) any act or omission Liability arising out of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including other than the costs of removal Assumed Liabilities; (d) any brokerage or clean-up of such Hazardous Substance and other compliance with the provisions of finder’s fees or commissions or similar payments based upon any Environmental Laws (whether before agreement or after Closing)understanding made, or alleged to have been made, by any Person with Seller (viiior any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any rate refund ordered product or component thereof manufactured by or shipped, or any Governmental Authority for periods services provided by, Seller in respect of the Business prior to the Closing Date; and; (bf) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any Liabilities of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Seller which are not Assumed Liabilities.

Indemnification by Seller. From and after the Closing, Seller will shall defend, indemnify and hold harmless ------------------------- Buyer and its shareholders and its Buyer, Parent and their respective Affiliates, Affiliates and the shareholderseach of their respective members, directors, officers, managers, employees, agentsinsurers and, in each case, their respective successors and assigns (collectively, the “Buyer Indemnitees”) from and against any Person claiming and all Damages (individually a “Buyer’s Indemnified Claim” and collectively “Buyer’s Indemnified Claims”) which are suffered or incurred by or through any of themBuyer Indemnitees or to which any of Buyer Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, as the case may be, from and againstor are connected with: (a) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation or warranty made by Seller or the Company in this Agreement or in the Transactions Documents certificates delivered by Sellerpursuant to Section 10.2(b) hereto (without giving effect to (i) any materiality or Material Adverse Effect qualifications limiting the scope of such representation or warranty, provided, however, that this Clause (i) shall not apply to any reference to Material Contract therein, or (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement); (b) any breach of any covenantof (i) Seller’s covenants, agreement obligations or obligation of Seller agreements contained in this Agreement that survive the Closing or (ii) the Company’s covenants, obligations or agreements contained in this Agreement that survive the Closing and arising prior to the Closing; (c) any Indebtedness of the Company described in clauses (i), (iv) or (v) in the definition of Indebtedness arising prior to the Closing and outstanding as of the Closing Date or Transaction Documents delivered by Seller, Expenses incurred prior to the Closing Date which were not specifically included and counted such that they reduced the Cash Purchase Price on a dollar-for-dollar basis; (iiid) any act Taxes for which Seller is responsible pursuant to Section 7.8; (e) any Excluded Properties; (f) the injury or omission death of Seller with respect to, any person to the extent arising out of or any event or circumstance related to, relating to the ownership or operation of the Assets or Properties by the conduct of the Business, which act, omission, event or circumstance occurred or existed Company prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (bg) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident any contamination or relating to or resulting from any condition that is the result of the foregoing. In Company’s off site transport or disposal, or arrangement for transport or disposal, of any hazardous substance from the event Properties that an indemnified item arises under both clause (a)(i) and under one occurred prior to Closing or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights are attributable to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable Company’s operations prior to such claim under clause (a)(i)Closing.

Indemnification by Seller. Subject to the terms and conditions of Section 11.4 and Section 11.5, Seller will indemnify agrees to indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns (each a “Buyer Indemnitee”) from or against, for and in respect of, any Person claiming and all damages, losses, obligations, Liabilities, demands, judgments, injuries, penalties, claims, actions or causes of action, costs, and expenses (including, without limitation, reasonable attorneys’, experts’ and consultants’ fees) (collectively, “Losses”) suffered, sustained, incurred or required to be paid by any Buyer Indemnitee arising out of, based upon, in connection with or through any of them, as the case may be, from and againsta result of: (a) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement Agreement; (b) the non-fulfillment, non-performance or in other breach of any covenant or agreement to be performed by Seller pursuant to this Agreement; (c) the Transactions Documents delivered Retained Liabilities; (d) any Taxes relating to any period prior to Closing, arising out of the Purchased Assets or Assumed Liabilities, other than any Transfer Taxes that Buyer is responsible for under Section 12.1; or (e) a bona fide Environmental Claim brought against Buyer by Sellerthird parties who are not Affiliates of Buyer, and who are not otherwise acting on behalf of Buyer or as a result of solicitation by or on behalf of Buyer, that (i) is a Material Environmental Liability and (ii) any breach of any covenantpertains to the Leased Real Property and (A) pre-Closing Environmental Releases or (B) pre-Closing non-compliance with Environmental Laws; provided, agreement or however, that Seller’s indemnity obligation of Seller contained in pursuant to this Agreement or in Section 11.2(e) shall expire on the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at date that is five years from the Closing Date, without regard except that such time limitation shall not apply to whether Claims which have been asserted by Buyer and which are the subject of a claim with respect written notice from Buyer to Seller prior to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)date.

Indemnification by Seller. Seller agrees to indemnify each Purchaser and its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty. Furthermore, Seller agrees that it will indemnify and hold harmless ------------------------- Buyer each Purchaser and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, Purchaser Related Parties from and against: (a) against any and all Losses resulting from claims, demands or arising out of (i) any breach of any representation liabilities for broker’s, finder’s, placement or warranty made other similar fees or commissions incurred by Seller or alleged to have been incurred by Seller in this Agreement or in connection with the Transactions Documents delivered by Seller, (ii) any breach sale of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets Purchased Units or the conduct consummation of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. Seller will agrees to indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming directly or indirectly controlling or controlled by or through any of them, as the case may be, Buyer harmless from and againstagainst any and all Losses that they suffer, incur or sustain arising out of or attributable to: (a1) all 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 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 from, relating to or arising out of (i) any a breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement any such representation, warranty or obligation of Seller contained in this Agreement covenant that is qualified by Material Adverse Effect, materiality or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses qualifier (including settlement costs dollar thresholds) shall be read and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), given effect as applicable, will exist notwithstanding the expiration of the Survival Period applicable to if no such claim under clause (a)(i)qualifier is contained therein.

Indemnification by Seller. a) Seller will shall indemnify and hold harmless ------------------------- Buyer and the Buyer, its shareholders and its affiliates and their respective Affiliates, and the shareholders, directors, officers, employeesemployees and agents (each a "Buyer Protected Party") from any liability, agentsloss, successors damage, diminution in value, cost, claim, suit, action or expense, including reasonable attorneys' and assigns accountants' fees and any Person claiming expenses (collectively, "Buyer Loss"), incurred by or through any of them, as the case may be, from and against: (a) all Losses resulting a Buyer Protected Party that results from or arising arises out of (i) any breach or inaccuracy of any representation or warranty made by of Seller set forth in this Agreement Agreement, whether such breach or in inaccuracy exists or is made as of the Transactions Documents delivered by Seller, Effective Date; (ii) any the breach by Seller of any covenant, agreement of its covenants or obligation of Seller agreements contained in this Agreement or in the Transaction Documents delivered by Seller, Agreement; (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets Seller’s liabilities provided in Section 3 of this Agreement; or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local violations of law or any bulk transfer or fraudulent conveyance laws of any jurisdictionregulation. b) Buyer shall indemnify and hold harmless the Seller, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Dateliability, loss, damage, diminution in value, cost, claim, suit, action or expense, including the costs of removal or clean-up of such Hazardous Substance reasonable attorneys' and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs accountants' fees and expenses (including settlement costs and reasonable legalcollectively, accounting"Seller Loss"), experts' and other feesincurred by Seller that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of Buyer set forth in this Agreement, costs and expenseswhether such breach or inaccuracy exists or is made as of the Effective Date; (ii) incident or relating to or resulting from the breach by Buyer of any of the foregoing. In the event that an indemnified item arises under both clause its covenants or agreements contained in this Agreement; (a)(iiv) and under one violations of law or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)regulation.

Indemnification by Seller. Seller will hereby agrees to indemnify and hold harmless ------------------------- Buyer and Purchaser, its shareholders and its distributors and their respective Affiliatesdealers, and the as to each of those parties, their respective shareholders, directors, officers, principals, agents and employees, agents, successors as now and assigns and any Person claiming by or through any of them, as the case may behereafter constituted, from and against: against any and all loss, liability, damage (aincluding any punitive or exemplary damages), cost and expense of every kind or character (including but not limited to counsel fees and legal expenses) which any or all Losses resulting of them may incur, suffer or be required to pay by reason of any claim, suit, demand, proceeding or other action that may be brought against any one or more of them arising from or arising out related in any way to the failure or alleged failure of (i) a Product Unit to comply with any breach of any representation the warranties, representations, covenants or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation agreements of Seller contained in this Agreement (including but not limited to the provisions of Paragraphs 2, 8, 9 and 11 hereof), whether or in the Transaction Documents delivered by Seller, (iii) any act not caused or omission of Seller with respect tooccasioned by, or alleged to be caused or occasioned by, any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event fault or circumstance occurred negligence of Seller or existed prior to of anyone acting on Seller's behalf or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoingits consent. In the event that an indemnified item arises under both clause any such claim, suit, demand, proceeding or other action shall be brought, Seller covenants that upon notice from Purchaser, Seller shall defend such claim, suit, demand, proceeding or action (a)(ior, if applicable, Seller shall cause it to be defended by Seller's insurer) at Seller's sole cost and under one or more expense, and Seller shall keep Purchaser fully advised of clauses (a)(ii) through (a)(viii) the continuing status of each such defense. The provisions of this SECTION 11.2, Buyer's rights Paragraph 14 shall remain and continue in effect after the term of this Agreement. This indemnification shall not apply to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding any claims and/or causes of action which can be demonstrated to have been directly caused by the expiration of the Survival Period applicable to such claim under clause (a)(i).gross negligence or willful tortious conduct

Indemnification by Seller. From and after the Closing, Seller will shall indemnify and hold harmless ------------------------- each of Buyer and its shareholders and its Affiliates and their respective Affiliates, Representatives and the shareholders, directors, officers, employees, agents, their respective successors and assigns and any Person claiming by or through any of themassignees (collectively, as the case may be, “Buyer Indemnitees”) from and against: (a) against any and all Losses resulting from or arising out of (i) from: 9.1.1 any breach of any representation or warranty made by Seller in this Agreement Article 3 or by Marfrig in Section 11.18.2 (determined, for the Transactions Documents delivered by Seller, (ii) any purposes of determining whether such breach has occurred and the applicable amount of any covenant, agreement or obligation Losses in respect of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Datesuch breach, without regard to any qualification or exception contained therein relating to “material,” “materiality,” “Material Adverse Effect” or any similar qualification or standard, provided that the foregoing shall not apply to the scheduling or listing requirements of any representation or warranty made by Seller in Article 3); 9.1.2 any failure of Seller or Marfrig to perform any covenant or agreement hereunder that is required to be performed by Seller or Marfrig; 9.1.3 any Covered Taxes, other than any Taxes for which Buyer is required to indemnify Seller Indemnitees under Section 9.2.2; 9.1.4 the legal proceedings listed in Section 9.1.4 of the Disclosure Schedule (the “Specified Legal Proceedings”); 9.1.5 any liabilities (whether a claim contingent or actual) with respect to such matter is asserted before or after Service Providers who provide services to the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance Korean Business on or from any of the Real Property prior to the Closing Date, including which liabilities arose, or the costs of removal basis for which arose, prior to or clean-up of such Hazardous Substance and other compliance with at the provisions of Closing; or 9.1.6 any Environmental Laws liabilities (whether before contingent or after Closing), or (viiiactual) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or extent relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Excluded Business.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholdersstockholders, directors, officersemployees and agents of Buyer in their capacity as such (collectively, employeesthe "Buyer Indemnified Parties") from and against and shall hold the Buyer Indemnified Parties harmless from: a) any proceeding, agentsclaim, successors liability loss, damage or deficiency, including any and assigns all reasonable costs and any Person claiming by or through expenses (including, but not limited to, reasonable legal and accounting fees) related to any of themthe foregoing (collectively, as the case may be"Loss"), resulting from or arising out of any inaccuracy in or breach of any representation or warranty by Seller contained in Article 11 hereof (and against: (a) all White shall indemnify Buyer for any Losses resulting from or arising out of (i) any inaccuracy in or breach of any representation or warranty made by Seller of White contained in this Agreement or in the Transactions Documents delivered by Seller, (iiArticle 11 hereof); b) any Loss resulting from or arising out of a breach or nonperformance of any covenant, agreement covenant or obligation of Seller contained in under this Agreement or in the Transaction Documents delivered by Seller, (iiiAgreement; c) any act Loss resulting from or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation arising out of the Assets claims of any broker, finder or other person acting in a similar capacity on behalf of Geotrac or Seller in connection with the conduct transactions contemplated herein; d) any Loss relating or pertaining to any YoSystems tax or other liability of the Businessany nature whatsoever (including interest, which act, omission, event or circumstance occurred or existed prior penalties and additions to or at the Closing Date, without regard to whether a claim tax) payable with respect to such matter is asserted before any period ending on or after prior to Closing (the Closing Date, including any matter described Whites shall join YoSystems in regards to this particular indemnification) except for liabilities disclosed on SCHEDULE 5.13, (ivthe attached Exhibit "6.01(d)"; e) any liability Loss relating or pertaining to inaccuracy in or breach of any representation, warranty, covenant or obligation not included in of YoSystems under the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this SMS Stock Purchase Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs its exhibits and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)schedules.

Indemnification by Seller. Seller will indemnify shall, upon Closing, indemnify, release, defend and hold harmless ------------------------- Buyer and Buyer, its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agents, representatives, parents, affiliates, subsidiaries and successors and assigns and any Person claiming by or through any of them(collectively, as the case may be, "Buyer Indemnitees") from and against: (a) against any and all Losses resulting Claims caused by, arising from or arising out of attributable to (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the 's ownership or operation of the Assets prior to the Effective Time, but excluding Claims with respect to the obligations to properly plug and abandon all xxxxx and remove all related equipment now located on the Assets or hereafter placed on the conduct Assets and all obligations to cleanup and restore the lands constituting or related to the Assets, or (ii) the breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement. Notwithstanding anything herein to the contrary, Seller shall incur no obligation or liability to the Buyer Indemnitees under this Section 12.03 (i) where Buyer fails to provide Seller written notice of the BusinessClaim giving rise to such obligation or liability within 90 days following that point in time when Buyer's management or other representatives of Buyer having decision-making authority had actual knowledge of the existence of such Claim, (ii) where the aggregate total of all such Claims is less than 2% of the Purchase Price or to the extent that such aggregate total exceeds the Purchase Price, or (iii) with respect to Claims, notice of which act, omission, event or circumstance occurred or existed prior is provided by Buyer to or at Seller later than one year from the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Subject to the terms of this Article VII, Seller will covenants and agrees to indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, Purchaser from and againstagainst any Liability, claim, demand, action, suit, proceeding, judgments, settlement, loss, damage or expense, including, without limitation, reasonable consulting, attorneys' and accountants' fees (collectively, "Losses"), suffered or incurred by Purchaser which arise out of or result from: (a) all Losses resulting from any inaccuracy in or arising out breach of any of the representations and warranties made by Seller in this Agreement; (ib) any breach of any representation of the covenants or warranty agreements made by Seller in this Agreement Agreement; (c) any Retained Liabilities; (d) non-compliance by Seller or Purchaser with the bulk sales laws and any similar laws as may be applicable to the purchase and sale of the Acquired Assets pursuant to this Agreement; (e) any claims, suits or proceedings asserted or instituted against Purchaser as a successor to or transferee of Seller under theories of successor or transferee liability, other than claims, suits or proceedings based upon or arising out of the Assumed Liabilities; (f) any Environmental Claims to the extent that such Environmental Claims are based upon, or otherwise relate to; (i) any Condition in, at, on, under, a part of, involving or otherwise related to the Real Property (including the properties, materials, articles, products or other things included in or otherwise a part of the Transactions Documents delivered by SellerReal Property), which Condition exists at or prior to the Closing Date; (ii) any breach of any covenant, agreement action or obligation of Seller contained in this Agreement or in the Transaction Documents delivered failure to act by Seller, or by any prior owner or operator of the Real Property (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Real Property), which action or failure to act occurs at or prior to the Closing Date; (iii) the Management of any act Contaminant, material, article or omission product (including management of Seller with respect any material, article or product containing a Contaminant) in any physical state, involving or otherwise related to the Real Property or to any property covered by clause (iv), which management occurs at or prior to the Closing Date (including Management either from the Real Property or from any property covered by clause (iv), and Management to, at, involving or otherwise related to the Real Property or to any property covered by clause (iv)); or (iv) any Conditions, and any actions or failures to act, in, at, on, under, a part of, involving or otherwise related to any property other than the Real Property, which property was, at or prior to the Closing Date, (A) acquired, held, sold, owned, operated, leased, managed, or divested by, or otherwise associated with either Seller or any event predecessor or circumstance related tosuccessor organization of Seller, or (B) engaged in any tolling, contract manufacturing or processing, or other similar activity for, with, or on behalf of Seller. (g) the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance Business on or from any of the Real Property prior to the Closing DateDate (other than with respect to the Assumed Liabilities). Notwithstanding the foregoing, including Purchaser shall not be entitled to indemnification hereunder with respect to Losses suffered or incurred under Section 7.1(a) until such Losses exceed $50,000 in the costs of removal or clean-up of such Hazardous Substance and other compliance with aggregate (the provisions of any Environmental Laws (whether before or after Closing"Indemnification Threshold"), or (viii) any rate refund ordered by any Governmental Authority for periods prior in which case Purchaser shall be entitled to indemnification only to the Closing Date; and (b) all claimsextent such Losses exceed the Indemnification Threshold. Further, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident with respect to Losses suffered or relating to or resulting from any of the foregoing. In the event that an indemnified item arises incurred under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viiiSection 7.1(a), absent fraud, Purchaser shall not be entitled to indemnification in an amount in excess of $5,000,000 (such limitation being referred to as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i"Indemnification Cap").

Indemnification by Seller. In addition to the other indemnities given by Seller will to Buyer in this Agreement, Seller shall indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: against any and all claims, demands, losses, damages, liabilities, costs, expenses, and deficiencies (including, without limitation, reasonable attorneys' fees and other costs and expenses of Buyer incident to the defense of any claim that results in litigation, or the settlement of any claim, or the enforcement by Buyer or the provisions of this Section 11.01) caused by, arising out of, or resulting from, and to pay Buyer any sum that Buyer pays or becomes obligated to pay on account of, (a) all Losses resulting from or arising out the ownership of the Assets by Seller prior to the Closing Date, (ib) the use and/or operation of the Assets prior to the Delivery Date, (c) any breach or default in the performance by Seller of any representation covenant or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents any other instrument delivered by Selleror on behalf of Seller pursuant hereto, (iiid) any act breach of a warranty or omission an inaccurate or erroneous representation made by Seller herein or in any other instrument delivered by or on behalf of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing)pursuant hereto, or (viiie) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) and all claims, actions, suits, proceedings, demandsclaims, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) demands or judgments incident or relating to or resulting from any of the foregoing. In If any person shall assert a claim against Buyer or its affiliates that, if successful, might result in a breach or default by Seller under this Agreement, Buyer shall give Seller prompt written notice thereof, and Seller shall have the event right to participate in the defense thereof and to be represented, at the sole expense of Seller, by counsel selected by it. No such claim, demand, or other matter shall be compromised or settled by Seller or Buyer in any manner that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding might adversely affect the expiration interest of the Survival Period applicable to other party without the prior written consent of such claim under clause other party (a)(iwhich consent shall not be unreasonably withheld).

Indemnification by Seller. Seller hereby covenants and agree that, to the fullest extent permitted by Legal Requirement, they will defend, indemnify and hold harmless ------------------------- Buyer Buyer, and its shareholders Related Persons and its Representatives, and their respective Affiliates, and the shareholdersofficers, directors, officersmembers, managers, employees, agents, and Representatives, and all successors and assigns and any Person claiming by or through any of themthe foregoing (collectively, as the case may be“Buyer Indemnified Persons”), for, from and against: against any Adverse Consequences arising from or in connection with: (ai) all Losses resulting from any Breach of any representation, warranty, covenant, obligation or agreement made by Seller in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Seller pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of JVCo based on facts, events or circumstances occurring before the Closing Date, or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in connection with the Transactions Documents delivered by Seller, (ii) any breach ownership and operation of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related toJVCo, the ownership or operation of the Assets or the conduct of the BusinessJVCo Assets, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property and JVCo’s Business prior to the Closing Date, or facts and circumstances relating specifically to JVCo, the JVCo Assets, and JVCo’s 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; (iii) any Liability of JVCo to Seller or any Related Person of Seller (except in connection with Permitted Encumbrances prior to the Buyer Performance Date); or (iv), 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. 7.4.3.1 In addition to its indemnification obligations under Section 7.4.3, Seller hereby covenant and agree 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 the costs of removal cleanup, containment or clean-up other Remedial Action) arising out of such Hazardous Substance acts or neglect occurring or conditions existing at or before Closing from or in connection with: (i) any Environmental, Health and other compliance with Safety Liabilities arising out of or relating to (a) the provisions conduct of any Environmental Laws activity by Seller, JVCo, or their Related Persons, or any employee, contractor, agent or Representative thereof, relating to the JVCo Assets or Business, (whether before b) the ownership or after Closing)operation by any Person at any time on or prior to the Closing Date of any of the JVCo Assets or Business, or (viii) c), any rate refund ordered by Hazardous Materials or other contaminants that were present on the JVCo Assets at any Governmental Authority for periods time on or prior to the Closing Date; and or (b) all claimsii), actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses any bodily injury (including settlement costs 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 reasonable legal, accounting, experts' and deprivation of the use of real property) or other fees, costs and expenses) incident damage of or relating to any Person or resulting from any of the foregoing. In JVCo Assets, in any way arising from or allegedly arising from (a) any Hazardous Activity conducted by Seller, JVCo, their Related Persons or any employee, contractor, agent or Representative thereof, with respect to the event that an indemnified item arises under both clause JVCo Assets or Business, or (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viiib), as applicablefrom any Hazardous Material that was 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 Released or allegedly Released by Seller, JVCo, their Related Persons, or any Person, on or at any of the Properties or JVCo Assets at any time on or prior to the Closing Date. Buyer, either directly or through JVCo, will exist notwithstanding the expiration of the Survival Period applicable be entitled to such 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 clause (a)(i)this Section 7.4.

Indemnification by Seller. Seller will and Rakepoll Finance shall jointly and severally indemnify and hold harmless ------------------------- Buyer Purchaser and each of its shareholders and its and their respective Affiliatesagents, and the shareholdersrepresentatives, employees, officers, directors, officersstockholders, employeescontrolling persons and affiliates (collectively, agentsthe "Indemnified Persons," each an "Indemnified Person"), successors and assigns shall reimburse the Indemnified Persons for any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees and including any Person claiming action brought or otherwise initiated by Purchaser) or through diminution of value, whether or not involving a third-party claim (collectively, "Damages") arising from or in connection with (i) any inaccuracy in any of themthe representations and warranties of Seller or any Subsidiary in this Agreement or in any certificate or document delivered by Seller or any Subsidiary pursuant to this Agreement, or any actions, omissions or statement of facts inconsistent with any such representation or warranty, (ii) any failure by Seller or any Subsidiary to perform or comply with any covenant in this Agreement, (iii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on their behalf) in connection with this Agreement or (iv) any claim against Purchaser or any Subsidiary by current or former stockholders or current or former employees of Biofa AB. Seller and Rakepoll Finance acknowledge that the above Damages, if any, would relate to unresolved contingencies existing at the date hereof, which, if resolved at the date hereof, would have led to a reduction in the aggregate Purchase Price. Seller and Rakepoll Finance's obligation to indemnify Indemnified Persons pursuant to this Section 8.1 shall exist (i) for a period of five years from the Closing Date for any inaccuracy in the representations and warranties contained in Sections 2.16 and 2.21; (ii) until thirty (30) business days following the expiration of the statute of limitations applicable to the underlying claim for any claims by Purchaser based upon any inaccuracy of the representations and warranties contained in Section 2.9 or upon fraud; and (iii) for a period of eighteen months from the Closing Date for all other claims made pursuant to this Section 8.1. Notwithstanding the foregoing, if Seller, Rakepoll Finance or the Escrow Agent (as defined below), as the case may be, from and against: shall receive a Claim (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or as defined below), within the applicable time period set forth in the Transactions Documents delivered by Sellerpreceding sentence, (ii) any breach of any covenant, agreement or Seller and Rakepoll Finance's obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate indemnify Indemnified Persons shall survive as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)until such Claim has been finally resolved.

Indemnification by Seller. Subject to the terms and conditions of this Article X, from and after the Closing, Seller will indemnify indemnify, defend and hold harmless ------------------------- Buyer and Acquiror, its shareholders and its Affiliates (including the Companies), and their respective Affiliates, and the shareholders, directors, officers, employeesrepresentatives, agents, successors employees and assigns and any Person claiming by or through any of them, as the case may be, agents harmless from and against: (a) against any all Losses Liabilities resulting from or arising out of (i) any breach of any representation or warranty made of Seller or its Affiliates contained herein or in any other closing document delivered by Seller or any Affiliate of Seller in this Agreement or in the Transactions Documents delivered by Sellerconnection herewith, (ii) any breach of any covenant, agreement covenant of Seller or obligation any Affiliate of Seller contained in this Agreement herein or in the Transaction Documents any other closing document delivered by SellerSeller or any Affiliate of Seller in connection herewith, except for those covenants that terminate at or prior to the Effective Time or that are not applicable after the Closing, (iii) any act real property owned by Seller or omission an Affiliate of Seller with respect towhich was disposed of prior to August 1, 1996 or any event real property leased or circumstance related to, otherwise used by Seller or any Affiliate of Seller as to which the ownership or operation of the Assets lease or the conduct right of the Business, which act, omission, event or circumstance occurred or existed use terminated prior to or at August 1, 1996 (the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13"Former Properties"), (iv) any liability Hazardous Materials that were removed prior to August 1, 1996 from (A) the Former Properties or obligation not included in (B) any real property owned by Seller or an Affiliate of Seller, including the Assumed LiabilitiesCompanies, or (C) any real property leased or otherwise used by Seller or an Affiliate of Seller, including the Companies, (v) any title defect director, officer, or employee benefit, welfare, or pension, profit sharing, or retirement plan or arrangement of Seller fails or an Affiliate of Seller (other than an Employee Plan or Benefit Arrangement listed on Schedule 3.10) provided the Liabilities arose prior to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1August 1, 1996, (vi) any claim that obligation of the transactions contemplated Companies, with respect to acts or omissions occurring prior to the Effective Time, to indemnify any person elected or appointed a director or officer of either of the Companies at any time prior to the Effective Time, in his or her capacity as a director or officer of either of the Companies or a former director or officer of either of the Companies, arising under either of the Companies' charter, bylaws, by contract or otherwise, provided, however, this Agreement violates WARNclause (vi) does not apply to (a) such obligations of either of the Companies to Michxxx Xxxxx, Xxchxxx X. Xxxxxxxx, Xxhn Xxxxxxxxxx xxx Chrixxxxxxx Xxxxx xx to any matter for which insurance proceeds are not available to Michxxx Xxxxx, Xxchxxx X. Xxxxxxxx, Xxhn Xxxxxxxxxx xxx Chrixxxxxxx Xxxxx xx (b) any officer who remains, or becomes, an employee or consultant to either of the Companies after the Effective Time or (c) any similar state claim against a director or local law officer brought by the Companies or any bulk transfer or fraudulent conveyance laws shareholder of any jurisdictionthe Companies, (vii) any legal matter disclosed or required to be disclosed in Schedule 3.8 other than (a) the presence, generation, removal or transportation of a Hazardous Substance on or from any legal matters involving standard product warranties of the Real Property prior Companies identified on Schedule 3.6 and (b) items 2, 3, 4 and 5(c)-(g) of Schedule 3.8; provided, however, that in no event shall Seller have an indemnity obligation, whether directly or indirectly, with respect to items 5(a) and (b) (the Closing Date"Sable Proceedings") for payments or damages in respect of sales of products after the Effective Time, including for loss of revenues after the costs Effective Time or any act or omission of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or Companies after Closing)the Effective Time, or (viii) any rate refund ordered actual bodily injury or physical damage to properties (other than products manufactured or serviced by the Companies) or persons which actually happened prior to the Effective Time and is attributable to a product manufactured or service performed or the omission of a service that should have been performed by either of the Companies or by the Seller or an Affiliate of Seller, (ix) except as otherwise expressly provided in this Agreement, any Governmental Authority for legal, environmental review or investment banking expenses of Seller or either of the Companies related to the sale of the Stock by Seller provided, in the case of the Companies, such expenses are attributable to periods prior to the Effective Time or (x) Liens, other than Permitted Liens, against tangible personal property included in the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Date Balance Sheet.

Indemnification by Seller. Seller will hereby agrees to defend, indemnify and hold harmless ------------------------- Buyer Buyer, its officers, directors and employees, and its shareholders and its and their respective Affiliatessuccessors, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of themaffiliates (collectively, as the case may be, “Buyer Indemnitees”) from and against: against any and all losses, claims, obligations, fines, proceedings, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney’s fees (aboth those incurred in connection with the investigation, defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) all Losses (collectively, “Buyer Losses”), caused by, resulting from or arising out of (directly or indirectly) or in connection with: (i) any breach (A) breaches of any representation or warranty made hereunder on the part of Seller; and (B) failures by Seller in this Agreement to perform or in the Transactions Documents delivered by Seller, otherwise fulfill any undertaking or other agreement or obligation hereunder; and/or (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Acquired Business or Acquired Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; andand/or (biii) any liability or obligation of Seller that is not an Assumed Liability; and/or (iv) any and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs claims and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) demands incident or relating to or resulting from any of the foregoing. In the event foregoing or such indemnification; provided, however, that an indemnified item arises under both clause if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted against a Buyer Indemnitee in respect of which a Buyer Indemnitee proposes to demand indemnification (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii“BUYER Indemnified Claims”), as applicableBuyer or such other Buyer Indemnitee shall notify Seller thereof, will exist notwithstanding provided further, however, that the expiration failure to so notify Seller shall not reduce of affect Seller’s obligations with respect thereto except to the extent that Seller is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third person having liability therefor, Seller shall have the right promptly upon receipt of such notice to assume the control of the Survival Period applicable defense, compromise of settlement of any such Buyer Indemnified Claims, including, at its own expense, employment of counsel; provided, however, that if Seller shall have exercised its right to assume such claim under clause control, Buyer may, in its sole discretion and at its expense, employ counsel to represent it (a)(i)in addition to counsel employed by Seller) in any such matter, and in such event counsel selected by Xxxxx shall be required to cooperate with such counsel of Seller in such defense, compromise or settlement.

Indemnification by Seller. 9.3.1 Subject to the provisions of this ARTICLE 9, from and after the Closing, the Seller will indemnify hereby agrees to indemnify, defend and hold harmless ------------------------- the Buyer and each of its shareholders Affiliates and its and each of their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors advisors, representatives managers, stockholders, members, successors, and assigns permitted transferors and any Person claiming by or through any of themassignees (collectively, as the case may be“Buyer Indemnified Persons”), from and against:against and in respect of any and all Damages imposed on, sustained, incurred or suffered by or asserted against them, directly or indirectly, but only in respect of the following and without duplication (in each case resulting in Damages): (a) all Losses resulting from any inaccuracy in Seller’s representations and warranties when made or arising out of (i) deemed made in this Agreement, any breach of other Transaction Documents, or in any representation Schedule, Exhibit, certificate, agreement, instrument or warranty made document delivered by Seller pursuant to or in connection with this Agreement or in any Transaction Document; (b) the Transactions Documents delivered by Seller’s breach or failure to perform or otherwise fulfill any of their agreements, (ii) any breach of any covenantcovenants, agreement obligations or obligation of Seller contained in undertakings under this Agreement or in the under any other Transaction Documents delivered by Seller, Document; (iiic) any act Excluded Assets or omission of Seller with respect toExcluded Liabilities, or any event or circumstance related toincluding without limitation, the ownership or operation Legal Proceeding set forth on Part 5.14 of the Disclosure Schedule; (d) the Seller’s ownership, operation or use of the Acquired Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at Business by the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (be) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating the Seller’s failure to or resulting from deliver any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration Required Consents set forth on Part 5.3 of the Survival Period applicable Disclosure Schedule on or before the Closing Date. 9.3.2 With respect to any Buyer Indemnified Person, Seller acknowledges and agrees that the Buyer is contracting on its own behalf and for such claim under clause (a)(i)Buyer Indemnified Persons and the Buyer shall have the right to obtain and hold the rights and benefits provided for in this Section 9.3 for and on behalf of such Buyer Indemnified Persons.

Indemnification by Seller. Seller Subject to the limitations set forth in this Section 22, MIG and Lxxx will indemnify jointly and severally, defend, save and hold harmless ------------------------- Buyer Parent, Purchaser and its shareholders their respective Representatives, and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns (collectively, “Purchaser Indemnitees”) harmless from and any Person claiming by against all demands, claims, allegations, assertions, actions or through causes of action, assessments, losses, damages, obligations, liabilities, costs and expenses, including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of themthe foregoing, as the case may bewhether or not involving any third party claim, from and againstwhether or not formal legal proceedings are instituted (collectively, “Damages”), required to be paid by, or incurred by Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, or which would not have occurred but for: (a) all Losses resulting from Lxxx, MIG or arising out of (i) any Cosmos’s breach of any representation or warranty of Lxxx, MIG or Cosmos contained in this Agreement, any Transaction Document or any certificate or document furnished pursuant hereto or thereto by Lxxx, MIG or Cosmos; (b) Lxxx, MIG or Cosmos’s breach or non-fulfillment by Lxxx, MIG or Cosmos’s, as applicable, of any covenant or agreement made by Seller Lxxx, MIG or Cosmos’s in this Agreement or in the Transactions Documents delivered by Sellerany Transaction Document, including failure to pay any Retained Liability as and when due; (iic) all Pre-Closing Taxes; or (d) any breach of brokerage or finder’s fees or commissions or similar payments based upon any covenant, agreement or obligation understanding alleged to have been made by any such Person with Seller in connection with any of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement. For the purposes of this Section 22, the representations and warranties of Lxxx and MIG in this Agreement violates WARN, and in any Transaction Document that are qualified by materiality or any similar state material adverse effect will be deemed to be made without such materiality or local law or any bulk transfer or fraudulent conveyance laws material adverse effect qualifiers for the purpose of determining the amount of Damages relating to a breach of any jurisdiction, (vii) the presence, generation, removal such representation or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of warranty and only for such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)purpose.

Indemnification by Seller. (a) Subject to Sections 7.11 and 10.5 hereof, Seller will hereby agrees to indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns and any Person claiming by or through any of them(collectively, as the case may be, “Purchaser Indemnified Parties”) harmless from and againstagainst any and all losses, liabilities, claims, demands, judgments, damages (excluding incidental and consequential damages), fines, suits, actions, costs and expenses (individually, a “Loss” and, collectively, “Losses”) arising out of, based upon, attributable to or resulting from: (a) all Losses resulting from or arising out of (i) any breach misrepresentation in, or any failure of, any of any representation the representations or warranty warranties made by Seller in this Agreement or to be true and correct in all respects at and as of the Transactions Documents delivered by Seller, Closing Date; (ii) any the breach of or non-compliance with any covenant, agreement Pre-Closing Covenant or obligation any Post-Closing Covenant on the part of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, ; (iii) any act or omission of Seller with respect to, and all Excluded Assets or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateExcluded Liability; and (biv) all claims, actions, suits, proceedings, demands, assessments, judgments, assessmentscosts, finespenalties and expenses, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other attorneys’ fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event . (b) Purchaser acknowledges and agrees that an indemnified item arises Seller shall not have any liability under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) any provision of this SECTION 11.2Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any other Person (other than Seller in breach of this Agreement) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii)or does, as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)give rise thereto.

Indemnification by Seller. Subject to Sections 10.4 and 10.5, Seller will indemnify and hold harmless ------------------------- Buyer and its shareholders Representatives, equity owners, controlling persons and its and their respective Affiliatesaffiliates, other than the Company (collectively, the "Buyer Indemnitees") for, and will pay to the shareholdersBuyer Indemnitees the Adjusted Monetary Value of, directorsany Adverse Consequences arising, officers, employees, agents, successors and assigns and any Person claiming by directly or through any of them, as the case may beindirectly, from and againstor in connection with: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in as of the Transactions Documents delivered by Seller, date of this Agreement giving effect to the Disclosure Schedule and any supplements to the Disclosure Schedule; (iib) any breach of any covenant, agreement representation or warranty made by Seller in this Agreement as of the Closing Date giving effect to the Disclosure Schedule and any supplements to the Disclosure Schedule; (c) any breach of any representation or warranty made by Seller in any certificate or document delivered by Seller pursuant to this Agreement; (d) any breach by Seller of any covenant or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, Agreement; (iiie) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation aggregate Liabilities of the Assets Company existing at or the conduct arising out of the Business, which act, omission, event a state of facts existing at or circumstance occurred or existed prior to or at before the Closing Date, without regard to whether a claim with respect to the extent that such matter is asserted before Liabilities are not reflected or after reserved against in the Closing Date, including Interim Unaudited Company Balance Sheet; (f) any matter described on SCHEDULE 5.13, disclosed in Part 3.21; (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vig) any claim that by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the transactions contemplated by this Agreement violates WARN, Company (or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (viiPerson acting on their behalf) the presence, generation, removal or transportation of a Hazardous Substance on or from in connection with any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateContemplated Transactions; and (bh) any and all claimsProceedings, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident demands or relating assessments incidental to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(iimatters set forth in Section 10.2(a) through (a)(viii) g). Notwithstanding the foregoing, indemnification for breach of any representation or warranty contained in Section 3.17 or for breach of any covenant or obligation contained in Article 11 is governed by Article 11 (except as expressly set forth in this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(iArticle 10).

Indemnification by Seller. (a) Seller will indemnify agrees to indemnify, defend and hold harmless ------------------------- Buyer Purchaser and its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officers, managers and employees, agents(collectively, successors the "Indemnified Parties") in an amount not to exceed, in the aggregate, the amount on deposit in the Holdback Account (excluding any increase in the Holdback Account due to the Mississippi Contracts) from and assigns against any and any Person claiming all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' and experts' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts"), awarded against or incurred by or through any of them, as the case may beexcluding however, from and against: (a) all Losses Indemnified Amounts resulting solely from or caused solely by the negligence, bad faith or willful misconduct on the part of an Indemnified Party to which such Indemnified Amount would otherwise be due, to the extent arising out of or resulting from: (i) any breach of any representation representation, warranty or warranty covenant made by Seller in this Agreement under or in the Transactions Documents connection with this Agreement, and any information or report delivered by Selleror on behalf of Seller pursuant hereto, that shall have been false or incorrect in any material respect when made or deemed made or material other failure by Seller to adhere to the material covenants, provisions or duties under this Agreement; (ii) any breach of and all claims made by any covenantobligor, agreement governmental authority or obligation of other party based upon any actual or alleged failure by Seller contained in this Agreement or in to comply with any laws relating to the Transaction Documents delivered by Seller, Contracts; (iii) any claim or action arising out of or in connection with any Purchased Contracts (except to the extent that the claim or action is based solely on any act or omission of Seller with respect toby Purchaser, its officers, directors, agents, employees, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim representatives with respect to such matter is asserted before any Purchased Contracts), including without limitation any claim or action initiated by an obligor as a result of inaccurate information received by Purchaser from Seller hereunder or any dispute involving warranties, service agreements or customer satisfaction guaranties associated with the Purchased Contracts; (iv) any other act or omission by Seller, its officers, directors, agents, employees, or representatives with respect to any breach by Seller of any material representation or warranty or covenant hereunder; and (v) any losses or expenses incurred by the Purchaser as a result of Seller's failure to forward all premiums paid by obligors to the appropriate insurance companies. (b) An Indemnified Party hereunder shall have recourse only against amounts on deposit in the Holdback Account. All claims for indemnification or payments from the Holdback Amount under this Agreement, including under this Section 7.1 or under Articles 3 or 4, shall be entitled to administrative priority in the Bankruptcy Court (provided an Indemnified Parties right to seek indemnity under Section 7.1 shall be limited to amounts on deposit in the Holdback Account). (c) Any obligation of Seller to indemnify Purchaser shall terminate 180 days after the Closing Date, including any matter described on SCHEDULE 5.13unless the party seeking indemnification within such period, (iv) any liability or notifies the other party it is seeking indemnification hereunder as to a specific claim. In that instance, the indemnity obligation not included shall survive solely as to the specific claim until resolved and amounts necessary to satisfy such specific claim shall remain in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws Holdback Account. Thereafter all rights of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)indemnity shall terminate.

Indemnification by Seller. From and after the Closing (but subject to the provisions of this Article 4), Seller will indemnify Buyer, the Company, each of Buyer’s Affiliates and each of the Company’s Affiliates after the Closing (all such foregoing persons, collectively, the “Buyer Indemnitees”) and hold the Buyer Indemnitees harmless ------------------------- from any Losses incurred by a Buyer and its shareholders and its and their respective AffiliatesIndemnitee, and to the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstextent resulting from: (a) all Losses resulting from a breach or arising out inaccuracy of any representation or warranty contained in Article 2 (i) any except for a breach of any representation or warranty made by Seller in this Agreement or of Section 2.09(a), which repairs shall be (i) recorded as an adjustment to Invested Capital in the Transactions Documents delivered calculation of Closing Invested Capital); provided, however, that, solely for purposes of calculating any Losses (but not for determining whether any breach of a representation or warranty has occurred), if any such representation is qualified by the use of the term “Material Adverse Effect” or by the word “material” or by any word formed from such words, then such representation or warranty will be construed as if the word “material” (and such words formed therefrom) or the term “Material Adverse Effect” were not included in such representation or warranty; (b) fraud by or on behalf of Seller, ; (iic) any breach by the Seller of its obligations under the Restrictive Covenant Agreement; (d) any nonfulfillment or breach of any covenant, covenant or agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed Company (required to be performed prior to or at the Closing) or Seller (required to be performed at any time) contained in this Agreement; (e) any Indebtedness or Transaction Expenses that are not (i) paid at or prior to the Closing, (ii) set forth in the Financial Statements or otherwise recorded as a liability, or (iii) taken into account in determining the Final Aggregate Closing DateConsideration; (f) except as otherwise permitted by Section 5.05, any obligation of the Company to Seller or any Affiliate of Seller for events, circumstances, actions, omissions, or liabilities arising prior to the Closing Date under any contract, agreement, arrangement, lease, or other understanding existing prior to the Closing Date between the Company, on the one hand, and Seller or any Affiliate of Seller, on the other hand (including, without regard limitation, any obligation under any Real Property Lease relating to whether a claim with respect to any environmental condition existing on such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date), including other than ordinary course obligations for rent, insurance, taxes, and similar accruals under the costs Real Property Leases between the Company and Seller or any Affiliate of removal Seller to the extent set forth in such leases; (g) any Seller Taxes, to the extent not accrued on the Financial Statements or cleantaken into account in determining the Final Aggregate Closing Consideration; (h) the present value to Buyer and the Company and its Subsidiaries of any expected Tax benefits relating to the expected increase in tax basis in the Company’s or any of its Subsidiaries’ assets as reflected in the Consideration Allocation which are not obtained, in each case attributable to the Company’s or any of its Subsidiaries’ failure to qualify as a “qualified subchapter S subsidiary” or Seller’s failure to qualify as an S-up of such Hazardous Substance and other compliance corporation on or before the Closing Date (compared with the provisions amount of any Environmental Laws Taxes imposed and present value of expected Tax benefits had the Company and its Subsidiaries qualified as a “qualified subchapter S subsidiary” and had Seller qualified as an S-corporation on the Closing Date), except to the extent resulting from a breach by Buyer of the covenants set forth in Section 5.01; (i) the matters described on Schedule 4.03(i), if any; (j) Third Party Claims relating to the Jacksonville Property, whether known or unknown, and whether arising from circumstances existing before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and; (bk) all claimsThird Party Claims relating to the Leased Real Property in Wilsonville, actionsOR or Phoenix, suitsAZ, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident to the extent arising from or relating to actions, omissions, events, or resulting from any of circumstances occurring or existing before the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).Closing;

Indemnification by Seller. It is understood and agreed that LBI Media and Buyer do not assume and will not be obligated to pay any liability of Seller under the terms of this Agreement or otherwise and will indemnify not be obligated to perform any obligations of Seller of any kind or manner, except in connection with the Assumed Contracts and with respect thereto only to the extent such obligations arise subsequent to the consummation of the transaction contemplated hereby on the Closing Date. Seller hereby agrees to indemnify, defend and hold harmless ------------------------- Buyer LBI Media and its shareholders and its and Buyer, their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns assigns, following the consummation of the purchase and any Person claiming by or through any of them, as sale transaction contemplated hereby on the case may beClosing Date, from and against: (a) 10.1.1 Any and all Losses resulting from or Damages, occasioned by, arising out of (i) any breach of any representation or warranty made by Seller in this Agreement resulting from the Purchased Assets or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property Station prior to the Closing Date, including including, but not limited to, any and all claims, liabilities and obligations arising or required to be performed prior to the costs Closing Date under any of removal the Assumed Contracts or clean-up otherwise with respect to Seller’s ownership and operation of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before Purchased Assets or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods the Station prior to the Closing Date; and (b) 10.1.2 Any and all claimsDamages occasioned by, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to arising out of or resulting from any material misrepresentation, material breach of warranty or covenant, or material default or material nonfulfillment of any agreement on the part of Seller under this Agreement, or from any material misrepresentation in or material breach of any certificate, agreement, appendix, Schedule, or other instrument furnished to LBI Media or Buyer pursuant to this Agreement or in connection with the transaction contemplated hereby; provided, that any breach of Section 7.7 shall be deemed material regardless of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more cash value of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)breach.

Indemnification by Seller. Subject to the other provisions of this Section 6, following the Closing, Seller will shall defend, indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders and its Affiliates and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors representatives, successors, permitted assignees and assigns and any Person claiming by or through any of thememployees (collectively, as the case may be, “Purchaser Indemnitees”) from and againstagainst any and all Damages incurred as a result of or arising out of any claim, suit, action, demand or other proceeding made or brought against one (1) or more Purchaser Indemnitees to the extent resulting from: : (a) all Losses resulting from any Excluded Liabilities or arising out of Excluded Assets; (ib) any Taxes for which Seller is responsible pursuant to Section 4.3; (c) any Lien (other than Permitted Liens) placed on any Purchased Assets prior to the Closing Date and not released on or before the Closing Date; (d) any claim by any creditor of Seller or any Affiliate of Seller, including that approval by such creditor or other creditors of Seller or any Affiliate was required for the Transactions and not obtained; (e) any claim by a current or former employee of Seller or Affiliate of Seller relating to Seller’s actions, inactions or omissions in connection with the Purchased Assets or Exploitation thereof prior to the Closing Date; (f) any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, Agreement; and/or (iig) any breach or nonfulfillment by Seller of any covenantof its covenants, agreement obligations or obligation of Seller agreements contained in this Agreement Agreement. Provided that, Seller shall have no obligation to indemnify, defend or in the Transaction Documents delivered by Seller, (iii) hold harmless any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior Purchaser Indemnitee to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of extent any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered Damages are indemnifiable by any Governmental Authority for periods prior Purchaser pursuant to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Section 6.2.

Indemnification by Seller. From and after the Closing Date (but subject to Section 6.1(A) and Section 6.4), Seller will indemnify and hold harmless ------------------------- and indemnify Buyer, all Subsidiaries of Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of themBuyer’s Representatives (each, as the case may be, a “Buyer Indemnitee”) from and against, and will compensate and reimburse each of the Buyer Indemnitees for, any Damages which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of: (a) all Losses resulting from or arising out of (iA) any breach inaccuracy in or Breach of any representation or warranty made by Seller in this Agreement as of the date of this Agreement (in each case, (i) after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly in the Transactions Documents delivered by Sellersuch representation or warranty, and (ii) without giving effect to any breach update to the Disclosure Schedule pursuant to Section 4.7); (B) any inaccuracy in or Breach of any covenantrepresentation or warranty made by Seller in this Agreement as if such representation or warranty was made on and as of the Closing Date, agreement except for representations or warranties which address matters as of a particular date, in which case, as of such particular date (in each case, (i) after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly in such representation or warranty, and (ii) without giving effect to any update to the Disclosure Schedule pursuant to Section 4.7); (C) any Liability of Seller that is not an Assumed Liability assumed by Buyer pursuant to Section 1.3; (D) any inaccuracies in the Seller Closing Certificate; or (E) any Breach of any covenant or obligation of Seller contained in under this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. (a) From and after the Closing, and subject to the terms of this Agreement, Seller will shall indemnify and hold harmless ------------------------- Buyer and its shareholders and its Affiliates and their respective Affiliates, and the shareholders, directors, officers, employees, agentsstockholders, successors members and assigns partners (collectively, the “Buyer Indemnified Parties”) against, and reimburse any Person claiming by or through any of themBuyer Indemnified Party for, as the case may be, from and against: (a) all Losses (regardless of whether or not such Losses relate to any third party claim) that such Buyer Indemnified Party may suffer or incur, or become subject to, without duplication, based upon, attributable to, resulting from or arising out of of: (i) any breach prior to their expiration in accordance with Section 11.01, (A) the failure of any representation representations or warranty warranties made by Seller in or pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date); (B) the failure of any representations or warranties made by the applicable Seller Party in the Transactions Documents delivered Technology License Agreement, the Technology Transfer and Development Agreement and/or the Foundry Transition Services Agreement as and when made in accordance with the terms therein; or (C) any claim or other Action asserted or threatened by Sellerany Person that, if true as alleged, would constitute or give rise to the failure of any representations or warranties made by Seller in or pursuant to Section 3.08 to be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date), in each case of clauses (A), (B) and (C), without giving effect to any materiality, “material impact”, “Material Adverse Effect” or similar qualifiers both for the purposes of determining whether any such failure exists and for the purposes of determining the amount of any Losses; (ii) prior to their expiration in accordance with Section 11.01, any breach or failure by Seller to perform any of its covenants or agreements contained in this Agreement; or (iii) regardless of the disclosure of any covenantmatter set forth in the Seller Disclosure Letter, agreement any Excluded Asset or Excluded Liability. (b) Notwithstanding anything in this Agreement to the contrary: (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 Section 11.02(a)(i) (other than with respect to the Seller Fundamental Representations): (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 $100,000 (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) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds an amount equal to one and one percent (1.0%) of the Purchase Price (including the Additional Amount, if applicable) (the “Deductible Amount”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller contained in this Agreement or in under Section 11.02(a)(i) (other than the Transaction Documents delivered by Seller, (iii) any act or omission indemnification obligation of Seller with respect to, or any to the Seller Fundamental Representations) shall in no event or circumstance related to, the ownership or operation exceed an amount equal to fifteen percent (15%) of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, Purchase Price (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after ClosingAdditional Amount, if applicable), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (biii) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses the cumulative indemnification obligation of Seller under this Article XI shall in no event exceed an amount equal to the Purchase Price (including settlement costs the Additional Amount, if applicable); provided, however, that, notwithstanding anything in this Agreement to the contrary, the foregoing shall not apply to any Excluded Liability, and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating nothing herein shall limit the Seller Parties’ obligations with respect to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Excluded Liabilities.

Indemnification by Seller. Seller will indemnify and hold harmless ------------------------- Buyer and (a) Subject to Section 11.02(b), Buyer, its shareholders and its Affiliates and their respective Affiliatessuccessors and permitted assigns, in accordance with Section 13.03, and the shareholdersofficers, directors, officersemployees and agents of Buyer, employees, agents, its Affiliates and their successors and assigns permitted assigns, in accordance with Section 13.03 (each a "Buyer Indemnified Party"), shall be indemnified and held harmless by Seller for any Person claiming and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by any Buyer Indemnified Party (including, without limitation, any Action brought or through otherwise initiated by any of them) (hereinafter a "Loss"), as to the case may be, from and againstextent arising out of or resulting from: (ai) all Losses resulting from or arising out the breach of (iA) any breach of any representation or warranty made by Seller contained in this Agreement (other than in respect of Taxes and other amounts indemnified against under Article IX), it being understood that solely for purposes of this Section 11.02, such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the words "material" or "Material Adverse Effect" but excluding any dollar limitations or thresholds) set forth therein or (B) any covenant or agreement of Seller contained in the Transactions Documents delivered by Seller, Section 5.02; or (ii) any the breach of any covenant, covenant or agreement or obligation of by Seller contained in this Agreement (other than any covenant in Article IX or in this Article XI) requiring performance after the Transaction Documents delivered by Seller, Closing Date; or (iii) the Excluded Liabilities; or (iv) any act liabilities under employee benefit plans and arrangements that Seller or omission of Seller its Affiliates sponsor or maintain that do not cover Continued Employees, and with respect to which the Company Subsidiary or Buyer or its Affiliates becomes liable solely because, prior to the Closing, the Company Subsidiary had contingent liability therefor as a member of the same controlled group of corporations for purposes of Section 414(b), (c), (m) or (o) of the Code as Seller and its Affiliates; or (v) any Action, matter or claim (including, but not limited to, medical professional liability) arising out of or any event or circumstance related to, the ownership or operation of the Assets or relating to the conduct of the Business, which act, omission, event or circumstance occurred or existed Business prior to or at the Closing DateDate (whether or not any Action, without regard matter or claim is pending as of the Closing) to whether the extent the Losses from such Action, matter or claim are covered by any insurance policy issued by a claim third party for the benefit of Seller or an internal insurance arrangement (such as through SmithKline Xxxxxxx Insurance Limited), in each case in effect with respect to such matter is asserted before or after the Business as of immediately prior to the Closing DateDate (or that would be covered by such policy or arrangement if an Action, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property had been brought immediately prior to the Closing Date) or to the extent the Losses from such Action, including the costs of removal matter or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered claim would be covered by any Governmental Authority for periods prior such policy or arrangement if Seller had not retained any self-insured retention or quota share participation with respect to such policy or arrangement (including indemnifying, defending and holding harmless any Buyer Indemnified Party in the event that any of them is named as a defendant in a suit or claim to the Closing Date; andextent the allegations against such party involve conduct of the Company or the Company Subsidiary that is indemnifiable pursuant to this clause (v) to the extent such Buyer Indemnified Party's Losses arise from such conduct). To the extent any obligation of Seller in this Section 11.02 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 Buyer Indemnified Parties for which Seller has an indemnification obligation under this Section 11.02. (b) No claim may be made against Seller for indemnification pursuant to Section 11.02(a)(i) unless the aggregate of all Losses of the Buyer Indemnified Parties with respect to Section 11.02(a)(i) shall exceed an amount equal to $25,000,000, and Seller and Seller Subsidiary shall then only be liable for Losses in excess of such $25,000,000 amount. No Buyer Indemnified Party shall be indemnified pursuant to Section 11.02(a)(i) with respect to any individual item of Loss if the aggregate of all payments made for Losses of the Buyer Indemnified Parties for which the Buyer Indemnified Parties have received indemnification pursuant to Section 11.02(a)(i) shall have exceeded $946,500,000 (less any amount by which the Cash Purchase Price is reduced pursuant to Section 2.04(c)). For the purposes of this Section 11.02(b), in computing such individual or aggregate amounts of claims, actionsthe adjustments provided in Section 11.05 shall be taken into account. (c) Notwithstanding the foregoing, suitsno claim may be made against Seller for indemnification pursuant to Section 11.02(a)(i)(A), proceedingswith respect to (i) breaches of the representations and warranties contained in Sections 3.07 and 3.14, demandsin either such case, judgmentsunless the aggregate of Losses under such section shall exceed an amount equal to $15,000,000, assessments(ii) breaches of the representations and warranties contained in Sections 3.02 and 3.15, finesin either such case, interestunless the aggregate of Losses under such section shall exceed an amount equal to $5,000,000 and (iii) breaches of the representations and warranties contained in Sections 3.09, penalties3.10, costs 3.11, 3.12, 3.13, 3.16, 3.20 and expenses 3.21, in any such case, unless the aggregate of Losses under such section shall exceed an amount equal to $3,000,000; it being understood that, for purposes of Section 11.02(b), Seller shall be liable for all Losses under the foregoing representations and warranties to the extent the thresholds in this Section 11.02(c) are satisfied (including settlement costs subject to the $25,000,000 amount set forth in Section 11.02(b)). (d) Buyer acknowledges and reasonable legalagrees that, accountingshould the Closing occur, experts' its sole and other fees, costs exclusive remedy with respect to any and expenses) incident or all claims relating to this Agreement, the transactions contemplated hereby, the Company and the Company Subsidiary and their respective assets, liabilities and business (other than claims of, or resulting causes of action arising from, fraud, or claims arising from the OIG Liabilities for which Buyer's sole and exclusive remedy is Section 11.06 or other than in connection with covenants requiring performance after the Closing Date or claims or causes of action arising under any of the foregoing. In other Transaction Documents) shall be pursuant to the event that an indemnified item arises under both clause (a)(i) indemnification provisions set forth in Article IX and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Section 11.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Buyer, and its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officersagents, employeesAffiliates, agentsrepresentatives, successors and assigns (“Buyer Indemnitees”) for, any and all direct or indirect claims, suits, Actions, proceedings, liabilities, obligations, judgments, fines, penalties, claims, losses, lost profits, diminution in value, damages, costs and expenses of any Person claiming by or through kind (including, without limitation, the reasonable and documented fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of themthe foregoing or in connection with any investigative, as administrative or adjudicative proceeding, whether or not such Buyer Indemnitee shall be designated a party thereto), together with any and all reasonable and documented costs and expenses associated with the investigation of the same (provided that, with respect to costs of investigation in the case of a third party claim, Buyer shall have provided Seller with written notice of such claim in accordance with Section 7.5 and Seller has elected not to defend the same) and/or the enforcement of the provisions hereof and thereof (collectively, “Losses”), which may bebe incurred by such Buyer Indemnitee relating to, based upon, resulting from and againstor arising out of: (a) all Losses resulting from or arising out of (i) any the breach of any representation or warranty made by Seller in this Agreement or in any Transaction Related Document as of the Transactions Documents delivered by Seller, date hereof and as of the Closing Date during the survival periods set forth in Section 7.1; (iib) any the breach of any covenantagreement, agreement covenant or obligation of Seller contained in this Agreement or in the any Transaction Documents delivered by Seller, Related Document; (iiic) any act Excluded Liabilities; (d) any fraud or omission intentional misrepresentation; (e) any Liability incurred by Buyer or its respective Affiliates to pay any fee or commission to any broker, findor, investment banker or other intermediary acting on behalf of Seller in connection with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateAgreement; and (bf) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses any misrepresentation made by Seller in this Agreement or in any Transaction Related Document; in the case of each of (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(iia) through (a)(viiif) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding whether or not the expiration of the Survival Period applicable to such claim under clause (a)(i)Loss arises from a third party claim.

Indemnification by Seller. (a) Seller will shall indemnify Purchaser and hold Purchaser harmless ------------------------- Buyer from any losses, damages, diminution of value of assets or properties, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, costs and its shareholders expenses whatsoever (including, without limitation, reasonable attorneys' and its expert witness fees and litigation expenses, cost of investigation and defense, and expenses incurred in connection with any product recall and testing expenses) incurred or suffered by Purchaser, the Subsidiaries and their respective Affiliatesagents, and the shareholdersrepresentatives, employees, officers, directors, officersshareholders, employeescontrolling persons and affiliates (together with the additional matters described in paragraph (b) hereof, agents, successors and assigns and any Person claiming by or through "Damages") from any of themthe following: (1) Any inaccuracy in any representation or warranty by the Seller contained in this Agreement or in any reaffirmation thereof in any closing document delivered by Seller pursuant to the provisions of this Agreement, whether or not involving a Third Party Claim, provided that in determining whether an inaccuracy exists in Section 4.3(c), 4.4, 4.10, 4.13(a), 4.13(b), 4.17(e), and 4.18 for purposes of this Section 11.1(a)(1) only, any exception in such Sections or subsections, as the case may be, for the defined term "Material Adverse Effect" shall be disregarded, but any use of the undefined term "material" or "materiality" shall continue to apply. (2) Any breach of or failure to perform any covenant or agreement by the Seller contained in this Agreement or in any closing document delivered by Seller pursuant to the provisions of this Agreement; (3) Taxes which are unpaid as of the Closing Date and which are imposed upon any of the Subsidiaries with respect to (i) any taxable period ending on or before the Closing Date for which a tax return shall be filed by Seller pursuant to Section 10.2 ("Pre-Closing Periods"), and (ii) Taxes imposed on any of the Subsidiaries pursuant to and solely by reason of Treasury Regulations Section 1.1502-6 (or any comparable provision under state, local, or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Closing Period; provided, however, that clause (ii) shall apply only with respect to such Taxes for which Seller or its Affiliates are also liable; (4) Taxes resulting from Taxes imposed on any of the Subsidiaries with respect to the portion of any Straddle Period ending on the Closing Date (except to the extent of the excess of the amount reflected on the Final Balance Sheet over any amounts refunded to Seller by Purchaser pursuant to Section 10.3); (5) Without being limited by subparagraph (1) of this Section 11.1(a) and againstwithout regard to the fact that any one or more of the items referred to in this Section 11.1(a)(5) may be disclosed in any of the Schedules to this Agreement or in any documents included or referred to herein, any action or failure to act in violation of any applicable ERISA provision, in whole or in part, and any liabilities incurred, on or prior to the Closing Date with respect to any Benefit Plan which any of the Subsidiaries or Seller or any ERISA Affiliate has at any time maintained or administered or to which any of the Subsidiaries or Seller or any ERISA Affiliate has at any time contributed, other than any underfunding in any funded Benefit Plans that would be offset as provided in Section 9.13; (6) Without being limited by subparagraph (1) of this Section 11.1(a), and without regard to the fact that any one or more of the items reflected in this Section 11.1(a)(6) may be disclosed in the Schedules to this Agreement or in any document included or referred to herein, any liability or obligation of the Subsidiaries under any Environmental Law resulting from or arising out of: a. any generation, transportation, storage, treatment or Release of any Hazardous Substances giving rise to liability under any Environmental Law occurring on or prior to the Closing Date (including without limitation those that allegedly result in, or result in, any Release or treatment of Hazardous Substances after the Closing Date) at (x) any of the Properties or (y) any Offsite Facility which received Hazardous Substances from any of the Subsidiaries prior to the Closing Date, regardless of when liability is asserted; b. any discharges to or from storm, ground or surface waters or wetlands, and any air emissions or pollution giving rise to liability under any Environmental Law, which result from or are caused by activities, events, conditions or occurrences at any of the Properties prior to the Closing Date; c. the exposure of and resulting consequences to any Persons, including, without limitation, employees of any of the Subsidiaries, to any Hazardous Substances created, generated, processed, handled or originating on or prior to the Closing Date at any of the Properties giving rise to liability under any Environmental Law; or d. without limiting the generality of any of the foregoing provisions of this subparagraph (6), any Environmental Claim as a result of activities, events, conditions or occurrences at any of the Properties prior to the Closing Date; (7) Without being limited by subparagraph (1) of this Section 11.1 (a) all Losses and without regard to the fact that any one or more of the items referred to in this Section 11.1(a)(7) may be disclosed in any of the Schedules to this Agreement or in any documents included or referred to therein or may be otherwise known to Purchaser at the date of this Agreement or on the Closing Date, any claim or liability for personal injury, property damage or economic loss or other Damages of any kind whatsoever arising out of (A) dioxin being or having been present in kaolin, feldspar or ball clay mined, processed, manufactured or sold by the Subsidiaries or the exposure of Persons to such dioxin or silica, which result from or are caused by activities, events, conditions or occurrences arising prior to the Closing Date, regardless of when liability is asserted, or (B) employee health and safety matters referenced in Schedule 11.1(a)(7), in each case which result from or are caused by activities, events, conditions or occurrences arising as indicated in Schedule 11.1(a)(7) regardless of when liability is asserted; (8) Any claims or liability asserted against the Subsidiaries in respect of payments received by any of them from OCF prior to its filing of a petition under Chapter 11 of the Bankruptcy Code; and (9) Any Damages asserted against, or paid, suffered or incurred by, the Purchaser (provided the Purchaser may not compromise or settle a claim without the consent of Seller) and resulting from from, based upon, or arising out of (i) any breach dispute or agreement (or termination of any representation agreement ) between Seller or warranty made by Seller in this any of its affiliates (including the Subsidiaries) and Zemex U.S. Corporation or any of its affiliates arising from the Zemex Agreement or in the Transactions Documents delivered by Seller, (ii) any breach dispute or litigation between the Purchaser or any of its affiliates and Zemex U.S. Corporation or any of its affiliates related to negotiations, discussions, or agreements involving any potential acquisition by the Purchaser of any covenantassets directly or indirectly owned by Seller that were the subject of the Zemex Agreement (other than any alleged negotiations or agreements by or on behalf of Purchaser or its affiliates with Zemex U.S. Corporation or any of its affiliates or agents) (a "Zemex Dispute"). For purposes of this subsection, agreement "Damages" shall include, but not be limited to, reasonable attorneys' fees incurred in responding to discovery requests or obligation responding to any form of Seller contained discovery or appearances at trial, travel costs and costs related to individual legal representation of any officer of a Purchaser required to appear in this Agreement U.S. courts for matters described herein, including in connection with the existing lawsuit described in Section 4.15(e) hereof. (10) (A) Past, present or future Third Party Claims arising out of, or in any way connected with, the Transaction Documents delivered ownership of any mineral interest by Sellersaid third party (other than the right to receive royalty payments) pursuant to any grant or reservation in the prior instruments described on Schedule 11.1(a)(10) hereto, and (B) any Damages incurred by Purchaser arising out of the matter described in Schedule 4.11(c)(i). (b) For the purposes of this Agreement, Damages shall include, without limitation: (i) reasonable attorneys', accountants', investigators', consultants' and experts' fees and expenses, sustained or incurred in connection with the defense or investigation of any Third Party Claim; (ii) expenses (computed on an after-Tax basis) reasonably incurred to compensate employees for any costs or ramifications associated with compliance with (or lack of compliance with) the requirements of Section 401(a) or 401(k) of the Code; and (iii) costs and expenses reasonably incurred and necessary to bring the Subsidiaries' respective assets and business into compliance with Environmental Laws taking into account any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, existing grandfather provisions (and which act, omission, event or circumstance non-compliance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date) including, including without limitation: (1) costs and expenses associated with all filings, court orders, awards or directives issued in connection with such compliance; (2) costs and expenses incurred for the protection of any of the Subsidiaries, their respective employees, members of the public and the environment, and for the prevention of harm to any of the Subsidiaries, their respective employees, members of the public and the environment; (3) costs and expenses resulting from the loss of use of any Real Property or Leased Premises, including, without limitation, moving and relocation costs; (4) costs and expenses of additions to and modifications of the Equipment and the Leased Premises; (5) costs of removal sampling, monitoring or clean-up of such Hazardous Substance other testing programs and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Datelaboratory equipment; and (b6) all claimslegal, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs engineering and consulting fees and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating related to or resulting from any of the foregoing. In . (c) Seller shall not be responsible to Purchaser with respect to any losses, liabilities, damages or expenses as to which Purchaser is otherwise entitled to indemnification pursuant to Section 11.1 (exclusive of Sections 11.1(a)(2), 11.1(a)(3), 11.1(a)(4), 11.1(a)(5), 11.1(a)(7), and 11.1(a)(9) thereof) unless and until (i) the event that an indemnified item arises under both clause aggregate amount (a)(itaking into account the $10,000 baskets in the following subsection (ii)) of such losses, liabilities, damages and expenses incurred by Purchaser exceeds Three Hundred Fifty Thousand Dollars ($350,000) and then only with respect to the amount that in the aggregate is in excess of Three Hundred Fifty Thousand Dollars ($350,000), and (ii) the amount of any one, individual loss, liability, damage or expense incurred by Purchaser exceeds Ten Thousand Dollars ($10,000). (d) Any claim for indemnification by Purchaser under one Section 11.1 (a) shall be asserted by written notice to Seller within the appropriate Claim Period. Any matters as to which a claim has been asserted under Section 11.1(a) within the Claim Period and which are pending or more unresolved before the end of clauses (a)(iithe Claim Period shall continue to be covered by Section 11.1(a) through (a)(viii) until finally terminated or resolved. For the purposes of this SECTION 11.2Agreement, Buyer's rights the relevant "Claim Period" with respect to pursue its any claim for indemnification pursuant to this Section 11.1 shall be the following: (1) With respect to any claim under clauses Section 11.1(a)(1) (a)(ii) through other than with respect to a breach of Sections 4.1, 4.2, 4.3 (a)(viiiexcept subparagraph 4.3(c)), as applicable4.4, will exist notwithstanding 4.5, 4.11, 4.12(a), 4.13, 4.15, 4.16, 4.17, 4.23, 4.24, 4.34 and 4.36), the Claim Period shall be the period commencing on the Closing Date and ending on the last day of the eighteenth full calendar month following the Closing Date. (2) With respect to any claim under Section 11.1(a)(1) with regard to a breach of Section 4.16 or 4.17 or any claim under Sections 11.1(a)(3), (4) or (5), the Claim Period shall be the period commencing on the Closing Date and ending on the date which is six months after the expiration of the Survival underlying statutes of limitation. (3) With respect to any claim under Section 11.1(a)(1) with regard to a breach of Sections 4.11, 4.13, 4.15, 4.34 and 4.36, the Claim Period applicable shall be the period commencing on the Closing Date and ending on the date which is three years after the Closing Date. (4) With respect to any claim under Section 11.1(a)(6), the Claim Period shall be the period commencing on the Closing Date and ending on the date which is five years after the Closing Date. (5) With regard to any claim under Section 11.1(a)(1) with regard to a breach of Sections 4.1, 4.2, 4.3 (except subparagraph 4.3(c)), 4.4, 4.5, 4.12(a), 4.23 or 4.24, or with regard to a claim under Section 11.1(a)(7), 11.1(a)(8) or 11.1(a)(9) and 11.1(a)(10), the Claim Period shall be the period commencing on the Closing Date and shall continue thereafter without limitation, provided any such claim shall be made no later than six months after discovery thereof by Purchaser. (e) Notwithstanding any provision in this Agreement to the contrary, the maximum aggregate liability of Seller with respect to claims made pursuant to Sections 11.1 (other than Sections 11.1(a)(2), 11.1(a)(3), 11.1(a)(4), 11.1(a)(5), 11.1(a)(7), 11.1(a)(8) and 11.1(a)(9) hereof) shall be 30% of the Purchase Price. The maximum aggregate liability of Seller with respect to claims made pursuant to the remaining provisions of Section 11.1(a) shall not exceed the amount by which (x) the Purchase Price exceeds (y) all amounts paid by Seller pursuant to the preceding sentence. In addition, Seller shall not be liable with respect to: (1) any contingent, speculative, non-quantifiable or punitive damages, or any consequential, incidental or special damages not directly resulting from the inaccuracy or breach (by way of example, the failure of title to equipment or mineral properties would entitle Purchaser to damages for the value of the equipment or mineral properties, plus reasonable attorneys' fees and expenses if applicable, but not the speculative future profits that might have been earned by the equipment or mineral properties); (2) any losses, damages, liabilities or expenses with respect to which Purchaser had a reasonable opportunity, but failed, in good faith to mitigate its loss including but not limited to, its failure (other than with respect to Environmental Indemnification Claims) to use commercially reasonable best efforts to assert non-insurance contractual rights and its failure to use commercially reasonable best efforts to recover under clause a policy of insurance, it being understood that this provision shall not obligate Purchaser to purchase any insurance coverage it does not currently have; or (a)(i3) except as set forth in Section 11.1(a)(10), title to Real Estate, to the extent Seller has delivered title insurance policies (or commitments therefor) conforming to the requirements of Section 8.3(n); or (4) any losses, damages, liabilities or expenses to the extent arising from or caused by actions taken by Purchaser or its Affiliates or their respective officers, directors or employees after the Closing. (f) (1) Purchaser shall not be entitled to indemnification for Damages with regard to any matter set forth in Section 11.1(a), until such time as the cumulative amount for such Damages exceeds the amount of reserves, if any, specifically allocated for such matter as set forth in the Final Balance Sheet. (2) Damages sustained or incurred arising out of any misrepresentations or breaches for which indemnification is provided under Section 11.1(a)(1) shall be determined without regard to any qualification or exception relating to materiality or Material Adverse Effect contained in any such representation or warranty giving rise to the Claim for indemnity hereunder.

Indemnification by Seller. (a) Subject to Sections 10.1 and 10.5 hereof, Seller will hereby agrees, from and after the Closing, to indemnify and hold harmless ------------------------- Buyer and its shareholders and its Purchasers and their respective Affiliates, and the shareholders, directorsmanagers, officers, employees, Affiliates, equityholders, agents, attorneys, representatives, successors and permitted assigns and any Person claiming by or through any of them(collectively, as the case may be, “Purchaser Indemnified Parties”) harmless from and against:against any and all losses, liabilities, claims, demands, judgments, damages, fines, suits, actions, costs and expenses (individually, a “Loss” and, collectively, “Losses”): (a) all Losses resulting from or arising out of (i) any breach based upon or resulting from the failure of any representation of the representations or warranty warranties made by Seller in this Agreement or to be true and correct in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation all respects at and as of the Assets or the conduct date hereof and at and as of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard in each case, unless such representations or warranties relate to whether a claim with respect to an earlier date and are true and correct on and as of such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13earlier date; provided that, (ivA) for purposes of determining if there is any liability such failure, to the extent any representation or obligation warranty is qualified by any reference to “material,” “materiality,” or “Material Adverse Effect” contained in such representation or warranty (except for any such references that are marked with an asterisk (*), and except when the word “material” appears as part of the defined term “Material Contract”), such representation or warranty shall be treated as if it did not included contain any such qualification, and (B) for purposes of calculating any Losses arising from such failure, to the extent any representation or warranty is qualified by any reference to “material,” “materiality,” or “Material Adverse Effect” contained in such representation or warranty, such representation or warranty shall be treated as if it did not contain any such qualification; (ii) based upon or resulting from the Assumed Liabilities, breach of any Post-Closing Covenant on the part of Seller; (viii) based upon or arising directly from any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, Excluded Asset or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing DateExcluded Liability; and (biv) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to based upon or resulting from the breach of any Pre-Closing Covenant on the part of the foregoing. In the event Seller. (b) Purchasers acknowledge and agree that an indemnified item arises Seller shall not have any liability under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) any provision of this SECTION 11.2Agreement for any Loss to the extent that such Loss is directly caused by any action taken by Purchasers after the Closing Date in breach of this Agreement. Purchasers shall take and shall cause their Affiliates to take reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii)or does, as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)give rise thereto.

Indemnification by Seller. Seller will indemnify Except with respect to any claim or Liability arising out of or resulting from Environmental Law, Environmental Conditions or Environmental Claims or any matters addressed by Section 2.5(b) or Section 5.21, for which Section 13.9 shall provide the sole and hold harmless ------------------------- Buyer exclusive remedy of the Company and its shareholders and its and their respective AffiliatesMetaldyne, and subject to Sections 13.4, 13.5, 13.6, 13.7, 13.8 and 13.10, Seller agrees to indemnify each of the shareholdersCompany Indemnified Parties and Metaldyne Indemnified Parties against, directorsand agrees to hold each of them harmless from, officersany and all Losses incurred or suffered by them to the extent relating to, employeesarising out of, agentsor resulting from, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstfollowing: (a) all Losses resulting any breach by Seller of any of the representations or warranties of Seller contained in Articles V and VI of this Agreement, in each case when read without giving effect to any qualifier as to "materiality" or "Business Material Adverse Effect" or "Company Material Adverse Effect"; (b) any breach by Seller of any of its covenants contained in this Agreement; (c) any of the Excluded Liabilities and any third party claims with respect thereto (other than Excluded Liabilities described in Section 2.5(b), which are addressed in Section 13.9); (d) any third party claim for infringement of Intellectual Property arising from or related to (i) Seller's use of any process at the Facility or use, manufacture, offering for sale, sale or importing of any product in connection with the Business prior to the Closing; (ii) the Company's manufacturing, using, selling, importing or offering for sale any Product for sale only to Seller or an Affiliate of Seller at the time of sale (directly or indirectly through suppliers to Seller or Seller's Affiliates) to the extent that the claim of infringement is attributable to a design or design change created by Seller or to the use of a Current Process except to the extent the infringement is attributable to a change in such Current Process made after the Closing Date which was not created by Seller; (e) any third party claim [*] arising out of or relating to [*]; provided, however, that, with respect to claims by [*] (i) Seller shall not be responsible for any such claim [*], (ii) in the event Metaldyne does not request before the date that is [*] following the later of the JV Termination Date or the date on which there is no additional Product being made for Seller under the Supply Agreement in the North Building or the Forge Building that Seller complete the demolition of the North Building and the Forge Building pursuant to Section 8.15, [*]; (f) any third party claim for product liability or product warranty with respect to products manufactured or produced at the Facility prior to the JV Termination Date or arising from or related to product designs established by Seller before the JV Termination Date; (g) any costs, expenses, Taxes or other liabilities of Seller arising out of or in connection with Taxes arising out of the Business incurred through the Closing Date or otherwise resulting from the Transactions; (h) any employees of Seller engaged in the Business, including, without limitation, any severance or workers' compensation liability and any charge, complaint, investigation or proceeding by or before the National Labor Relations Board, the Department of Labor, the Equal Employment Opportunity Commission, the Occupational Health and Safety Administration or any comparable federal, state or local agency by or on behalf of any such employees or class of employees or by or before any Governmental Authority related to a purported violation of any applicable employment laws; (i) any breach employee benefit plan (within the meaning of any representation Section 3(3) of ERISA) or warranty made other compensation plan or arrangement maintained or contributed to by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, of its ERISA Affiliates (other than the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after ClosingCompany), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (bj) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses any failure to comply with applicable bulk sales laws. To the extent that (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expensesA) incident or relating Seller fully satisfies any indemnification obligation pursuant to or resulting from any Article XVI of the foregoing. In Operating Agreement, it shall have no further obligation to any Company Indemnified Party or Metaldyne Indemnified Party for such Loss and (B) Seller indemnifies any Company Indemnified Party or Metaldyne Indemnified Party for any Loss pursuant to this Section 13.2, it shall have no obligation to indemnify any other Company Indemnified Party or Metaldyne Indemnified Party for the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)same Loss.

Indemnification by Seller. Subject to this Article IX, Seller will agrees to defend, indemnify and hold harmless ------------------------- Parent and Buyer and its shareholders and its and their respective Affiliatessuccessors, assigns and Affiliates (individually, a "Buyer Indemnitee", and collectively, the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, "Buyer Indemnitees") from and againstagainst and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) net of insurance proceeds received by the Buyer Indemnitee with respect thereto (collectively, "Damages") suffered or incurred by any Buyer Indemnitee which is caused by, resulting from or arising out of: (a) all Losses resulting from or arising out of (i) any breach of any representation representation, warranty or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation covenant of Seller contained in this Agreement or in the Transaction Documents any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Seller at the Closing in connection herewith (it being understood and agreed that solely for purposes of determining the amount of Damages for purposes of the indemnification obligations set forth in this Article IX, all qualifications as to "materiality," and all "Material Adverse Effect" and "knowledge" qualifications, contained in such representations and warranties shall be disregarded and have no force or effect); (b) Claims that the manufacturing, marketing, distribution, sale or use of any of the Business Products by Buyer or its Affiliates from and after the Closing Date infringe any Intellectual Property Rights of third parties to the extent such alleged infringement is caused by a design or product configuration that existed as of the Closing Date, including, without limitation, liability for trebled, consequential and punitive damages in connection with the foregoing; (c) any Excluded Liabilities; (d) Taxes of Seller, other than Taxes related to the transactions contemplated hereby which Buyer has agreed to pay pursuant to Section 2.6; (iiie) any act Liabilities of Seller, whether arising before or omission of Seller with respect toafter the Closing, arising from or any event or circumstance related to, relating to the ownership or operation of the Purchased Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property Business prior to the Closing Date, including Date (other than the costs Assumed Liabilities); (f) any and all Damages suffered or incurred by Buyer Indemnitee by reason of removal or clean-up in connection with any claim or cause of such Hazardous Substance and other compliance with the provisions action of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods third party to the extent arising out the operation of the Business prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from than any of the foregoing. In Assumed Liabilities); Subject to the event limitations set forth in Section 9.5 and elsewhere in this Article IX, to the extent that an indemnified item arises Seller's undertakings set forth in this Section 9.1 may be unenforceable, Seller shall contribute the maximum amount that it is permitted to contribute under both clause (a)(i) applicable Law to the payment and under one or more satisfaction of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)all Damages incurred by Buyer Indemnitee.

Indemnification by Seller. Notwithstanding the Closing or the delivery of the Purchased Property, Seller will shall indemnify and agrees to fully defend, save, and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employeesand employees (the "Buyer Indemnitees"), agentsharmless if any Buyer Indemnitee shall at any time or from time to time suffer any damage, successors and assigns and any Person claiming by liability, loss, cost, expense (including reasonable attorneys' fees), deficiency, interest, penalty, assessment, or through any of themfine (collectively, as the case may be, from and against: (a"Losses") all Losses resulting from or arising out of, or resulting from, or shall pay or become obligated to pay any sum on account of, any and all of Seller's Events of Breach; provided however, that (i) any breach the indemnification provided by this Section 12.1 does not include or cover consequential damages, excepting those related to violations of any representation or warranty made by Seller Seller's covenants set forth in this Agreement or in the Transactions Documents delivered by SellerSection 7.4 above, (ii) any breach Seller's indemnification obligation hereunder for all Losses on account of any covenantSeller's Events of Breach, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered aggregate, shall not exceed the Cash Consideration received by Seller, Seller for the Purchased Property; (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim shall have no obligation under this Section 12.1 with respect to such matter any individual Loss by a Buyer Indemnitee that is asserted before less than, or after reasonably can be anticipated to be less than, $25,000 (the Closing Date"Threshold"), including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim except that the transactions contemplated Threshold shall not apply with respect to any individual Loss sustained or incurred by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws a Buyer Indemnitee by reason of any jurisdictionacts of fraud committed by or on behalf of Seller. As used herein, (vii) the presence, generation, removal or transportation "Seller's Events of a Hazardous Substance on or from Breach" shall mean any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).following:

Indemnification by Seller. From and after the Closing, Seller will agrees to indemnify Purchaser and hold harmless ------------------------- Buyer and each of its shareholders and its Affiliates, and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, stockholders, representatives and agents, successors against, and assigns agrees to hold it and them harmless from, any Person claiming and all Losses (excluding any and all Losses to the extent attributable to post closing acts or omissions of the party seeking the benefits of indemnification if such acts or omissions were outside the ordinary course of business and were inconsistent with industry practices and the manner in which the Business was conducted prior to Closing) incurred or suffered by Purchaser or through any of themthem (or any combination thereof) related to, as the case may be, from and against: (a) all Losses resulting from or arising out of any of the following: (ia) any breach of or any inaccuracy in any representation or warranty made by Seller pursuant to this Agreement or any Seller's Ancillary Document (it being understood that solely for purposes of this ARTICLE X, any such representation or warranty shall be interpreted without giving effect to the words "Material Adverse Effect," "knowledge" (except to the extent such term refers to threatened future actions by third parties), "materially" or "material," or qualifications or limitations or exceptions based on such terms); or variations of such terms; (b) any breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement or in the Transactions Documents delivered by any Seller, 's Ancillary Document; (iic) any of the Excluded Assets; (d) any Excluded Liabilities; (e) any and all claims made in good faith based upon facts alleged that, if true, would have constituted any such inaccuracy, breach or failure; (f) the operation and conduct of any covenant, agreement business or obligation activity of Seller contained other than the Business; (g) the failure to obtain any Consent, license, permit, waiver, approval or other similar authorization specified in this Agreement or in the Transaction Documents delivered by Seller, (iiiSECTION 7.1(G) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or Disclosure Schedule; and (h) the conduct Bulk Sales Laws of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim any jurisdiction in connection with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior other than Claims by creditors with respect to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(iAssumed Obligations).

Indemnification by Seller. Subject to the conditions and provisions of Section 8.2, Section 12.4 and Section 12.5, from and after the Non-License Closing Date and the Closing Date, Seller will indemnify agrees to indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholdersBuyer's officers, directors, officers, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may be, shareholders ("BUYER INDEMNIFIED PARTIES") from and against and in any respect of any and all Losses, asserted against: , resulting to, imposed upon or incurred by any Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from: (a) all Losses resulting from any failure by Seller to pay, perform or arising out discharge any liability that is not an Assumed Liability; (b) the business or operations of the Stations during the period prior to January 7, 2002 (iincluding any matters or liabilities with respect to the employees of the Stations and any termination of any such employee on or prior to the earlier to occur of the Non-License Closing and the Closing), except for items specifically included in Assumed Liabilities; (c) any misrepresentation or breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Sellerrepresentations, (ii) any breach of any covenant, agreement or obligation warranties and certifications of Seller contained in or made pursuant to this Agreement or in the Transaction Documents delivered by Seller, any other Seller Document; (iiid) any act or omission breach by Seller of any covenants of Seller with respect tocontained in or made pursuant to this Agreement or any other Seller Document or (e) any matter disclosed on Schedule 3.7; provided, however, to the extent that the officers, directors, agents, representatives or employees of Buyer have knowledge of any inaccuracy of any representation, warranty, agreement or covenant contained in this Agreement, or, in their respective capacities, should have had such knowledge, or any event or circumstance related to, such Losses are the ownership or operation result of the Assets action or the conduct inaction of the BusinessBuyer or SBG or any of their respective officers, which actdirectors, omissionagents or representatives, event or circumstance occurred or existed whether prior to or at following the Non-License Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing DateClosing, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in connection with the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any performance of the Real Property prior Management Agreement, Buyer shall not be entitled to the Closing Dateseek indemnity for any such Losses associated with such inaccuracy, including the costs of removal action or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)inaction.

Indemnification by Seller. (a) Subject to the limitations of Section 7.01, Seller will indemnify hereby agrees to indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against: against any and all injuries, losses, expenses, demands, claims, actions, causes of actions, judgments, assessments, damages, settlements, obligations, recoveries, deficiencies, liabilities, costs, fees (a) all Losses resulting including reasonable attorney's fees), and interest and penalties (the following, along with interest accruing at 8% per annum from the date of any costs or expenses incurred by Purchaser until satisfied by Seller, "Losses"), and Seller shall pay to Buyer the amount of any Losses, arising out of or resulting from: (i) any inaccuracy in any representation or breach of any representation or warranty made by Seller Seller, the Members or Managers in this Agreement or in the Transactions Documents any other document or instrument delivered by Seller, in connection herewith or contemplated hereby; (ii) any breach failure by Seller or the Members or Managers to perform or observe any term, provision or covenant herein on the part of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, the Members or Managers to be performed or observed; (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets Retained Liabilities or the conduct other Liabilities of the BusinessSeller, which actexcept for Assumed Liabilities, omission, event whether attributed to Buyer as a successor in interest to Seller or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, otherwise; (iv) any liability or obligation not included in the Liability, except for Assumed Liabilities, attributable to the Transferred Assets (including the Transferred Intellectual Property) which is based on facts or circumstances which arose prior to the Closing; (v) any title defect Seller fails to eliminate claim or allegation that Buyer's conduct of the Business as an exception from a title insurance commitment referred to in SECTION 7.7.1currently operated, (vi) any claim or that the transactions contemplated by this Agreement violates WARNuse, sale, offer for sale, manufacture, import, export, reproduction, distribution, display, performance, creation and commercialization of any Product or Service, or any similar state or local law or any bulk transfer or fraudulent conveyance laws that the use of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real trademarks, service marks or trade names assigned to Buyer, does, has or will infringe, misappropriate, or misuse any Intellectual Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions otherwise violate any right of any Environmental Laws (whether before or after Closing)other Person at any time prior to, concurrent with, or (viii) any rate refund ordered by any Governmental Authority for periods prior subsequent to the Closing Date; and(vi) the insolvency of Seller, or an assignment by Seller for the benefit of creditors, the filing of a petition for Seller's protection under bankruptcy, insolvency or similar laws or the appointment or a receiver, assignment for creditors or similar action by or against Seller; (vii) or any other applicable provision of this Agreement or any of the Ancillary Agreements; and (viii) any liability arising from the non-assignability of any of the Assigned Agreements or arising from an improper assignment of the Assigned Agreements. (b) all claimsIf any third party shall notify Buyer with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against Seller under Section 7.02(a), actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs then Buyer shall promptly (and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from in any event within ten days after receiving notice of the foregoingThird Party Claim) notify Seller thereof in writing. In Seller will have the event that an indemnified item arises under both clause (a)(i) right at any time to assume and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding thereafter conduct the expiration defense of the Survival Period applicable Third Party Claim with counsel of its choice reasonably satisfactory to such claim under clause Buyer; provided, however, that Seller will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Buyer (a)(i)which shall not be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by Seller and does not impose an injunction or other equitable relief upon Buyer. Unless and until Seller assumes the defense of the Third Party Claim as provided herein, Buyer may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Indemnification by Seller. Seller will shall indemnify and hold Purchaser harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstshall reimburse Purchaser for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including reasonable attorneys' fees) incurred by Purchaser before or after the Closing Date that: (a) all Losses resulting Result from any material misrepresentation made by Seller in this Sale Agreement or arising out of (i) in any schedule, written statement or certificate furnished to Purchaser by Seller pursuant to this Sale Agreement, or any material breach or violation of any representation or warranty made by Seller in this Agreement Sale Agreement; as to any representation or in warranty qualified to Seller's knowledge, Seller shall be obligated to indemnify Purchaser as to any such matter regardless of whether Seller did or did not have knowledge of such matter; (b) Result from the Transactions Documents delivered by Seller, (ii) any material breach of any covenant, agreement covenant or obligation promise of Seller contained in this Sale Agreement or in the Transaction Documents delivered any schedule, written statement or certificate furnished by Seller, Seller pursuant to this Sale Agreement; (iiic) Result from errors of improper servicing by Seller in servicing any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets Mortgages prior to the Transfer Date (including, without limiting this clause (c), any failure by Seller to determine and apply correctly an adjustable interest rate on any Mortgage) or litigation existing or pending on the conduct Closing Date involving the Servicing of any of the Business, which act, omission, event Mortgages or circumstance occurred or existed litigation involving the servicing of any Mortgage arising out of matters occurring prior to the Transfer Date; (d) Arise out of the litigation currently pending against Seller as described on Exhibit H hereto or at out of such servicer termination events as Seller has disclosed in the Closing DateOffering Memorandum; or (e) Result from Seller's failure to comply with any Servicing Agreement or applicable rules, without regard to whether regulations or guidelines of a claim Master Servicer, Investor or Agency with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing DateServicing, including the costs dispute between Seller and The First National Bank of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Boston.

Indemnification by Seller. Seller will indemnify SELLER agrees to defend, indemnify, reimburse and hold harmless ------------------------- Buyer and its shareholders and its the PURCHASER, Piracicaba and their respective AffiliatesRepresentatives (“PURCHASER’s Indemnified Parties”) harmless from any and all liability, loss, damage, claims, awards, demands, judgments, settlement, fines, penalties, obligations to third parties, pecuniary losses or losses convertible in pecuniary losses, expenditures, charges, costs and the shareholdersexpenses (including interest, directorsmonetary correction, officers, employees, agents, successors reasonable fees and assigns and any Person claiming expenses of attorneys) (“Losses”) incurred or suffered by or through any of themthe PURCHASER’s Indemnified Parties, or to which the PURCHASER’s Indemnified Parties could otherwise be subject, in connection with, relating to or as the case may be, from and againsta result of: (a) all Losses resulting from or arising out of (i) any breach of or inaccuracy in any representation representations and warranties given by SELLER or warranty made by Seller Piracicaba in this Agreement Section 7 hereof (it being understood that for purposes of Section 9., such representations or in the Transactions Documents delivered by Seller, warranties shall be interpreted without giving effect to any limitations or qualifications as to materiality or “Material Adverse Change” set forth therein); and/or (ii) any breach by SELLER of any covenant, covenant or agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, Agreement; and/or (iii) any act or omission breach by SELLER of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, obligation contained in Section 5.3. hereof; and/or; (iv) any liability or obligation not included in and all Taxes of the Assumed LiabilitiesSELLER, Piracicaba and each of their Affiliates with respect to any Pre-Closing Tax Period, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1and all Liabilities for Taxes of SELLER, (vi) Piracicaba or any claim that other Person which is or has ever been affiliated with SELLER or Piracicaba or with whom the transactions contemplated by this Agreement violates WARNSELLER otherwise joins, has ever joined, or is or has ever been required to join, in filing any similar state consolidated, combined or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property unitary Tax Return prior to the Closing Date, including or imposed on Piracicaba as a transferee, successor, by contract or pursuant to Law, which Taxes relate to an event or transaction occurring on or before the costs Closing Date, (vi) any and all Liabilities for Taxes of removal the SELLER, Piracicaba or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing)Affiliate thereof in connection with, relating to, or arising (viiidirectly or indirectly) as a result of the formation of Piracicaba, the Corporate Reorganization, the transfer of the Business to Piracicaba or the sale of the Quotas or the other transactions contemplated hereby, (vii) any rate refund ordered by any Governmental Authority and all Liabilities (except for periods the Assumed Liabilities with respect to events occurring after the Closing Date) related to the Business the cause of which occurred on or prior to the Closing Date; and, whether disclosed or not, contingent or actual, of any kind. (b) 9.1.1. For the avoidance of doubt, SELLER is fully responsible and shall fully comply with its obligation to indemnify PURCHASER for any and all claimsLosses, actionswhich cause started on or prior to the Closing Date, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any regardless of the foregoing. In moment when the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration effects of the Survival Period applicable Losses take place and for all Liabilities no matter when they occurred if such Liabilities are not Assumed Liabilities, subject to such claim under clause (a)(i)the terms and conditions provided in this Section 9.

Indemnification by Seller. From and after the Closing, Seller will ------------------------- indemnify Buyer and the Company (collectively, the "Buyer Indemnified Parties") ------------------------- against and hold them harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstfrom: (a) all All Losses resulting from or arising out of (i) any material breach of any representation or warranty made by Seller in this Agreement or any Related Agreement; provided, however, that if such representation or -------- ------- warranty is subject to a materiality limitation, the materiality limitation in the Transactions Documents delivered by Seller, this Section 9.2(a) will not impose any additional requirement; --------------- (iib) any Any breach of or failure by Seller to perform any covenant, agreement covenant or obligation of Seller contained set out or contemplated in this Agreement or in the Transaction Documents any Related Agreement or any document delivered by Seller, Seller at Closing; (iiic) any act or omission of Seller with respect toAll Taxes that have become due and payable during, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim have accrued with respect to such matter is asserted before or after the Closing DateCompany for, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not period included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim Tax Indemnification Period and that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property have not been paid prior to the Closing Date or reserved for in the Company Balance Sheet or accrued in the ordinary course of business since the Company Balance Sheet Date. Any Taxes attributable to the Company payable as a result of an audit of any Tax Return shall be deemed to have accrued in the period to which such Taxes are attributable, including and any Taxes attributable to a Straddle Period shall be determined in accordance with Section 8(c); ------------- (d) All Losses resulting from or arising out of the costs claims of removal any broker, finder or clean-up other Person acting in a similar capacity on behalf of such Hazardous Substance and other compliance either of the Company or Seller in connection with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Datetransactions herein contemplated; and (be) Any and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penaltiesjudgments, costs and expenses (including settlement costs and reasonable legal, accounting, experts' legal and other fees, costs and expenses) expenses incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. (a) Seller will indemnify and hold harmless ------------------------- Buyer against any and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming all Damages incurred by Buyer in connection with or through any of them, as the case may be, from and againstarising from: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller of, or any other failure of Seller to perform, any of its covenants, agreements, or obligations in this Agreement or in the Transactions Documents delivered by Seller, Agreement; or (ii) any breach of any covenant, agreement warranty or obligation the inaccuracy of any representation of Seller contained in this Agreement. (b) Seller will indemnify and hold harmless Buyer against any and all Environmental Claims asserted, but only to the extent that such Environmental Claims are based upon or otherwise relate to: (i) subject to 5.2(b)(ii), Seller's performance of its obligations under Section 4.1of this Agreement or in with respect to Remediation of the Transaction Documents delivered by NIBW Site; or (ii) any third party claims, including but not limited to claims for natural resource damage, relating to Seller, 's Remediation of the NIBW Site; or (iii) any act Environmental Liability for the offsite disposal of Hazardous Substances by Seller on or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at before the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, ; or (iv) any liability or obligation not included in the Assumed LiabilitiesCondition in, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1at, (vi) any claim that the transactions contemplated by this Agreement violates WARNon, under, or any similar state emanating from the Premises which Condition (A) exists at or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and(B) was caused by Seller; and (C) either violates Environmental Law, requires Remediation under Environmental Law, or involves onsite contamination at the Owned Premises that Buyer otherwise needs to address; provided, however, that this Section 5.1(b)(iv) shall not apply to Environmental Claims related to (i) asbestos in buildings at the Owned Premises; or (ii) improvements or repairs to the Owned Premises unless the Damages involved exceed $300,000. (bc) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating Seller's obligation to or resulting from any indemnify under Section 5.1 of this Agreement shall be subject to the procedures for indemnification in Section 7.5 of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Asset Purchase Agreement.

Indemnification by Seller. Subject to Section 9.1, from and after the Closing Date, Seller will indemnify agrees to indemnify, defend, and hold harmless ------------------------- Buyer Purchaser, its successor and assigns, and its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may be, other representatives from and againstagainst any and all liabilities, penalties, damages, losses, claims, costs, and expenses (including court costs, costs of investigation and reasonable attorneys’ fees and expenses for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, whether or not such claim may be ultimately proved) (collectively, “Losses”) arising out of or resulting directly or indirectly from or in connection with: (a) all Losses resulting from any inaccuracy in any representation or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or the other documents executed in connection with the Transaction Documents delivered by Seller, transactions contemplated herein; (iiib) any act failure by Seller to perform or omission of Seller with respect toobserve, or to have performed or observed, in full, any event covenant, agreement or circumstance related to, the ownership condition to be performed or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, observed by it under this Agreement; (ivc) any liability brokerage or obligation not included finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by Seller or Parent (or any person acting on their behalf) in the Assumed Liabilities, (v) connection with any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that of the transactions contemplated by this Agreement violates WARN, Agreement; (d) any failure by Seller to fully pay or satisfy or cause to be paid or satisfied any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, liabilities not to be assumed by Purchaser pursuant to the terms hereof; and (viie) (i) the presenceownership, generationoperation and conduct of the business of the Branches prior to close of business on the Closing Date (including, removal but not limited to, claims for personal injuries arising from incidents occurring prior to the close of business on the Closing Date and any violation of laws occurring or transportation of a Hazardous Substance alleged to have occurred on or from any of the Real Property prior to the Closing Date, including ) or the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions administration of any Environmental Laws of the Deposits, the Loans or the safe deposit business by Seller prior to close of business on the Closing Date, (whether before ii) Seller’s ownership of or after Closing)interest in the Fixed Assets and the Leases, or (viii) any rate refund ordered by any Governmental Authority for periods insofar as the Losses are incurred as a result of actions occurring prior to the close of business on the Closing Date; and , and (biii) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident the payment or relating to or resulting from performance of any of the foregoing. In Assumed Liabilities prior to the event that an indemnified item arises under both clause (a)(i) and under one or more close of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding business on the expiration of the Survival Period applicable to such claim under clause (a)(i)Closing Date.

Indemnification by Seller. Seller will hereby agrees to defend, indemnify and hold harmless ------------------------- Buyer and its shareholders and its and Guarantor, their respective Affiliatessuccessors, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of themaffiliates (collectively, as the case may be, "Buyer Indemnitees") from and against: against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (a) all Losses both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), (collectively, "Buyer Losses"), caused by, resulting from or arising out of of: (a) (i) any breach breaches of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by representations and warranties hereunder on the part of Seller, ; (ii) failures by Seller to perform or otherwise fulfill any breach of any covenant, undertaking or other agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, hereunder; (iii) any act value added taxes ("VAT") or omission similar taxes assessed by the United Mexican States by reason of Seller with respect to, or any event or circumstance related to, the ownership or operation sale of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, hereunder; and/or (iv) any liability claims which may be brought by a Management Employee against SCM, Buyer or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARNGuarantor, or any similar state of their subsidiaries or local law related entities, which claims arise out of such Management Employee's employment or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or separation from any of the Real Property employment from SCC prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and and/or (b) any and all claims, actions, suits, proceedings, claims, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event foregoing or such indemnification; provided, however, that an indemnified item arises under both clause if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Buyer Indemnitee proposes to demand indemnification (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii"Buyer Indemnified Claims"), such Buyer Indemnitee shall notify Seller thereof, provided, further, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as applicablea result of such failure. Subject to rights of or duties to any insurer or other third Person having liability therefor, will exist notwithstanding Seller shall have the expiration right promptly upon receipt of such notice to assume the control of the Survival Period applicable defense, compromise or settlement of any such Buyer Indemnified Claims arising out of a lawsuit or claim brought by a third party (provided that any compromise or settlement must be reasonably approved by Buyer), including, at its own expense, employment of counsel reasonably satisfactory to Buyer; provided, however, that if Seller shall have exercised its right to assume such claim under clause control, Buyer may, in its sole discretion and at its expense, employ counsel to represent it (a)(i)in addition to counsel employed by Seller) in any such matter, and in such event counsel selected by Seller shall be required to cooperate with such counsel of Buyer in such defense, compromise or settlement.

Indemnification by Seller. Seller will hereby agrees to indemnify and hold harmless ------------------------- Buyer and Buyer, its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officersshareholders, employees, agents, successors and assigns advisers, affiliates, associates and any Person claiming successors thereto harmless from all claims, loss, damages, liability and expense of any kind (including, without limitation, reasonable attorneys' fees and expenses in connection with the contest of any claim and interest on any claim) which Buyer may incur or sustain by or through any reason of them, as the case may be, from and against: (a) all Losses resulting from or arising out of fact that (i) Seller should breach or fail to comply with any breach of the terms, conditions, covenants or agreements or any representation exhibits attached hereto or warranty any of them contained herein, (ii) any representations or warranties made by Seller in this Agreement should prove to be false or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Sellererroneous, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, investigations or proceedings, demandspending or threatened, judgmentsare or have been made or commenced by, assessmentsagainst, finesinvolving, interestarising out of, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from affecting any part of the Purchased Assets or Seller's operation of its business, with respect to any obligation of Seller arising pursuant to the Retained Liabilities, or (iv) any action, arbitration, suit, proceeding, compromise, settlement, assessment or judgment arising out of or incidental to any of the foregoing. In the event matters indemnified against in this Section 9.02(a); provided, however, that an indemnified item arises under both clause (a)(i) Seller shall not be obligated to indemnify Buyer and under one or more hold it harmless with respect to any settlement of clauses (a)(ii) through (a)(viii) of this SECTION 11.2a claim to which Seller has not consented, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)which consent by Seller shall not unreasonably be withheld.

Indemnification by Seller. As an inducement to Buyer to enter into this Agreement, and acknowledging that Buyer is relying on the indemnification provided in this Article 11 in entering into this Agreement, Seller will indemnify Parent agrees to indemnify, defend and hold harmless ------------------------- Buyer and its shareholders Affiliates and its subsidiaries and their respective Affiliatesemployees, and the shareholdersofficers, directors, officersstockholders, employeesrepresentatives, agents, counsel, successors and assigns and any Person claiming by or through any of them(collectively, as the case may be“Buyer Affiliates”), from and against: against any claims, losses, liability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, damages, costs or expenses of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including, without limitation, interest, penalties, reasonable attorneys’ fees, costs of investigation and all amounts paid in defense or settlement of the foregoing (a) all Losses resulting from collectively “Losses”), suffered or arising out incurred by Buyer or Buyer Affiliates as a result of or in connection with the following: (i) any and all debts, liabilities and obligations of Seller related to the Purchased Assets (other than the Assumed Liabilities), whether known or unknown, accrued, absolute, contingent or otherwise, arising out of or relating to (A) the business and operations of Seller or (B) the use of the Purchased Assets by Seller prior to or on the Closing Date on which such Purchased Assets were purchased or which arise after the relevant Closing Date on which such Purchased Assets were purchased but which are based upon or arise out of any act, transaction, circumstance, state of facts or other condition which occurred or existed on or before such Closing Date, whether or not then known, accrued, due or payable; (ii) any obligation relating to the employment or engagement of the Seller Parent’s or Seller Subsidiary’s employees or contractors by the Seller Parent or Seller Subsidiary, as applicable; (iii) any obligations relating to the Retained Liabilities or the ownership or operation of any Excluded Assets; (iv) a breach of any representation or warranty made by of Seller or Seller Parent or Seller Subsidiary in this Agreement that is not a Special Representation or in the Transactions Documents delivered by a Fundamental Representation of Seller, ; (iiv) any a breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, Special Representation; (vi) a breach of any claim Fundamental Representation, (vii) a breach of any obligation, covenant or agreement of Seller or Seller Parent or Seller Subsidiary in this Agreement; and (viii) Sellers’ failure to comply with any bulk sales or fraudulent transfer laws that are applicable to the transactions contemplated by this Agreement violates WARN. Notwithstanding anything in this Agreement to the contrary, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) solely for the presence, generation, removal or transportation of a Hazardous Substance on or from any purposes of the Real Property prior determination of the amount of Losses pursuant to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after ClosingSection 11.1(a), the representations and warranties of Seller in this Agreement that are qualified by materiality or (viii) any rate refund ordered by any Governmental Authority for periods prior Material Adverse Effect shall be deemed to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident be made without such materiality or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Material Adverse Effect qualifiers.

Indemnification by Seller. Subject to the terms of this Article 10, Seller will shall indemnify and hold harmless ------------------------- Buyer and the Buyer, its shareholders and its Affiliates and their respective Affiliatesemployees, and the shareholdersofficers, directors, officersmembers, employeesmanagers, shareholders, agents, successors contractors, attorneys and assigns and any Person claiming by or through any of themrepresentatives (collectively, as the case may be, “Buyer Indemnified Parties”) harmless from and against, and agrees to promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (a) all Losses resulting from 10.2.1 any untruth or arising out of (i) any breach of inaccuracy in any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in any other Transaction Document; provided, however, that for purposes of determining an untruth or inaccuracy in any such representation or warranty for purposes of this Section 10.2.1, the representations and warranties of Seller that are limited or qualified by references to “material” or “materiality” or “Material Adverse Effect” or similar qualifications shall be construed as if they were not limited or qualified by such qualifications; 10.2.2 any failure of Seller duly to perform or observe any term, provision, covenant, agreement or condition contained in this Agreement or the other Transaction Documents delivered to be performed or observed by the Seller; 10.2.3 except as otherwise provided by and subject to the terms of Sections 3.3 and 3.4 above, (iii) any act claim or omission cause of Seller with respect to, or action by any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before party arising on or after the Closing DateDate against any Buyer Indemnified Party with respect to the obligations of Seller retained by Seller under this Agreement or any of the other Transaction Documents, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect default by Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from under any of the Real Property Leases arising prior to the Closing Date, including the costs Date or any failure of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior Seller to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from satisfy any of its liabilities other than the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Assumed Liabilities.

Indemnification by Seller. Subject to the limitations of this Section 8, Seller will indemnify shall indemnify, defend, and hold harmless ------------------------- Buyer and its shareholders and its each Acquired Company and their respective AffiliatesRepresentatives, stockholders, controlling persons and Affiliates (collectively, the shareholders"Indemnified Persons") against and in respect of any loss, directorsliability, officersclaim, employeesdamage, agentsor expense (including costs of investigation and defense and reasonable attorneys' fees), successors and assigns and whether or not involving a third-party claim (collectively, "Damages") that any Person claiming by Acquired Company or through any of themBuyer shall incur or suffer, as the case may bewhich arise, from and against: (a) all Losses resulting from result from, or arising out of relate to, directly or indirectly, (i) any breach of any representation of the representations contained in Section 2 of this Agreement or warranty made in any of Seller's Closing Documents, (ii) any failure by Seller to perform any of its covenants or agreements in this Agreement or in the Transactions Documents delivered by Sellerany schedule, (ii) any breach of any covenantcertificate, exhibit, agreement or obligation of other instrument furnished or to be furnished by Seller contained in or the Company under this Agreement or in the Transaction Documents delivered by SellerAgreement, (iii) any act claim by any Person for brokerage or omission of finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller with respect to, or any event Acquired Company (or circumstance related to, the ownership or operation any Person acting on their behalf) in connection with any of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13Contemplated Transactions, (iv) any liability Taxes of the Acquired Companies attributable to periods (or obligation not included in portions thereof) ending on or prior to the Assumed Liabilities, Closing Date to the extent such Taxes exceed any accrual for Taxes on the Closing Schedule or (v) any title defect claim identified on Exhibit 8.2 hereof. Buyer and Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim agree that the transactions contemplated by this Agreement violates WARNabsence of the phrase "diminution in value" in the definition of "Damages" shall not be dispositive of whether, or under what circumstances, diminution in value is an appropriate measure of damages. Notwithstanding the foregoing, Seller shall not be required to indemnify Buyer for any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, Damages relating to Taxes (vii) other than for the presence, generation, removal or transportation of a Hazardous Substance on or from any matters set forth as item 1 in part 2.12.1 of the Real Property prior Schedule which shall be entirely the responsibility of Seller, and for which Seller shall provide indemnity hereunder) until the amount of such Damages exceeds the amount of tax benefit obtained by the Acquired Companies through the use of Acquired Company net operating losses (other than those relating to the restructuring provision, the long-term service award provision and the technical warranty provision in the audited statutory balance sheet of the Company as at December 31, 1999) as of the Closing Date. 8.2.1 The remedies provided for in this Section 8.2 shall constitute the exclusive remedy of Buyer from and against any and all Damages described in Section 8.2; provided, including however, that the costs of removal foregoing shall not in any way limit claims for fraud or clean-up of such Hazardous Substance and specific performance or other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)equitable relief.

Indemnification by Seller. Seller agrees to indemnify each Purchaser and its Affiliates and each of their respective officers, directors, employees and agents (collectively, "Purchaser Related Parties") from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty. Furthermore, Seller agrees that it will indemnify and hold harmless ------------------------- Buyer each Purchaser and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, Purchaser Related Parties from and against: (a) against any and all Losses resulting from claims, demands or arising out of (i) any breach of any representation liabilities for broker's, finder's, placement or warranty made other similar fees or commissions incurred by Seller or alleged to have been incurred by Seller in this Agreement or in connection with the Transactions Documents delivered by Seller, (ii) any breach sale of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets Purchased Shares or the conduct consummation of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 7.4, Seller will indemnify hereby agrees that from and after the Closing, it shall indemnify, defend and hold harmless ------------------------- Buyer Buyer, the Company and its shareholders Subsidiaries from and against any and all Losses actually suffered or incurred by Buyer, the Company and its and their respective Affiliates, and Subsidiaries to the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstextent arising out of: (a) all Losses resulting from any inaccuracy in or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement Article III for the period such representation or warranty survives in the Transactions Documents delivered by Seller, accordance with Section 7.1; (iib) any breach of any covenant, covenant or agreement or obligation of Seller contained in this Agreement Agreement; (c) any Pending Disputes during the Resolution Period (the “Pending Dispute Indemnification”); provided, however, that so long as Seller satisfies its obligations set forth in Section 5.26, Seller shall have the sole power to direct and control the defense, adjudication, settlement and other procedures related or in connection with such Pending Disputes during the Transaction Documents delivered by Seller, Resolution Period; (iiid) any act or omission Action brought by a Third Party and directly related to the Designated Interests; provided, however, that so long as Seller satisfies its obligations set forth in Section 5.27, Seller shall have the sole power to direct and control the process for purchasing the Designated Interests for the benefit of Seller with respect to, or Buyer; (e) any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim Final Determination with respect to such matter is asserted before an Action asserting or after alleging a failure on the Closing Date, including part of Buyer to deduct and withhold from any matter described on SCHEDULE 5.13, consideration payable pursuant to Section 2.3 of this Agreement; or (ivf) any liability or obligation not included in to pay the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any amount of the Real Property prior deferred consideration payable under Schedule 7 (Deferred Consideration) to the Closing DateShare Purchase Agreement for the sale and purchase of certain issued share capital of Talent Q International Limited, including between the costs of removal or clean-up of such Hazardous Substance individual named parties thereto and other compliance with the provisions of any Environmental Laws (whether before or after Closing)Hay Group Investment Holdings BV, or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claimsdated April 9, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)2014.

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and its defense and their respective Affiliatesreasonable attorney's fees) or diminution of value (collectively, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by "Damages") arising from or through any of them, as the case may be, from and againstin connection with: (a) all Losses resulting from or arising out any inaccuracy in any of (i) any breach the representations and warranties of any representation or warranty made by Seller in this Agreement or in the Transactions Documents any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule, appendix, and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein; (d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $15,000 and, in such event, for the full amount of such Damages, (ii) any breach of any covenantSeller's aggregate liability for Damages shall in no event exceed the Purchase Consideration, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, and (iii) Seller shall have no obligation to indemnify Purchaser for any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or claims made by Purchaser under this Section 7.1 after twenty four (24) months after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i).

Indemnification by Seller. Subject to Sections 11.05, 11.06(c), 15.03, 15.04 and 15.05(c), from and after the Closing, Seller will indemnify shall indemnify, defend and hold harmless ------------------------- Buyer Purchaser and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, members, partners, employees, representatives and agents, and their respective successors and assigns and any Person claiming by or through any of them(collectively, as the case may be, “Indemnified Purchaser Persons”) from and against: against any Losses incurred or suffered by any Indemnified Purchaser Person that result from, relate to or arise out of: (a) all Losses resulting from the breach or arising out of (i) any breach inaccuracy of any representation or warranty made by Seller in this Agreement or any other document delivered by Seller in connection with the Closing (including any Seller Estoppel Letters); (b) the breach or non-fulfillment by Seller of any of the covenants or agreements of Seller under this Agreement or any other document delivered by Seller in connection with the Closing (including any Seller Estoppel Letter); (c) claims made by any Tenant or Anchor under the Leases, any Adjoining Owner under the Operating Agreements, any ground sublessor under the Sears Ground Subleases or by any party under those Other Agreements assigned to Purchaser that relate to any actions or events first occurring, or obligations first accruing, prior to the Closing Date; provided, however, that Seller’s obligations under this clause (c) shall not apply to any claims which (i) (y) if true would not constitute a breach of any representation or warranty of Seller in this Agreement and (z) allege or are based on the failure of the landlord thereunder, if applicable, to keep the Property, the fixtures, systems and facilities contained in the Transactions Documents delivered by SellerProperty or the common areas related to the Property in good repair or to make required repairs or improvements thereto, it being understood that Seller shall not be obligated to make any such repairs or improvements except for those which it has expressly agreed to make herein, (ii) are based on any breach of any covenant, agreement or obligation of Seller contained matter which is identified in this Agreement (including the Exhibits and Schedules hereto) as an exception or qualification to any representation or warranty of Seller set forth herein, or in any Seller’s Estoppel Letter or any estoppel letter or certificate delivered to Purchaser at or prior to the Transaction Documents delivered Closing pursuant to this Agreement by Sellerany Tenant, Anchor or other occupant under a Lease, any Adjoining Owner under an Operating Agreement or any ground sublessor under the Sears Ground Subleases, (iii) are based on any act or omission matter constituting a breach of Seller with respect to, such representations and warranties or any event or circumstance related toof Seller’s covenants that is deemed waived pursuant to the terms of this Agreement (including, without limitation, the ownership terms of Section 13.02(i)) or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) are based on a liability which was taken into account as a Closing adjustment pursuant to Article IX. Notwithstanding the foregoing, Seller agrees to indemnify, defend and hold harmless the Indemnified Purchaser Persons from and against any liability Losses incurred or obligation not included in suffered by any Indemnified Purchaser Person that result from, relate to or arise out of tort claims relating to damages or injuries first sustained at the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of but excluding any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior tort claims relating to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any environmental condition of the foregoingProperty, any waste of the Property or the inadequate physical condition of the Property. In Seller’s obligations in the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) immediately preceding sentence shall not be subject to the limitations on Seller’s liability set forth in Section 15.03 of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Agreement.

Indemnification by Seller. From and after the Closing, and subject to this Article VIII, Seller will shall defend, indemnify and hold harmless ------------------------- Buyer Buyer, its Affiliates, and, after the Closing, the Companies and its shareholders and its the Companies’ Subsidiaries, and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them(collectively, as the case may be, “Buyer Indemnitees”) from and against: (a) , and pay or reimburse the Buyer Indemnitees for, any and all Losses resulting from or arising out of (ia) any inaccuracy in or breach of any representation or warranty made by Seller in Article III of this Agreement (without giving effect to any Material Adverse Effect or materiality qualification contained therein except to the extent contained in Sections 3.1, 3.4, 3.6, 3.7, 3.10, 3.12, 3.16(b), and 3.17), provided that no such inaccuracy or breach shall be deemed to exist for purposes of this Article VIII to the Transactions Documents delivered by Sellerextent such inaccuracy or breach is attributable to any facts or events occurring or existing prior to the Evergreen Closing Date, (iib) any breach or default in performance by Seller (or, prior to the Closing, any Company or any Company Subsidiary) of any covenant, covenant or agreement or obligation of Seller contained in under this Agreement or in the Transaction Documents delivered by SellerAgreement, (iiic) Pre-Closing Taxes in excess of the amount of Taxes which are included as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the Closing Statement, or (d) any act failure by Seller to obtain the release or omission termination set forth in Section 5.7. For the purposes of Seller with respect tothis Section 8.2, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether indemnifiable Taxes shall not include Taxes for a claim with respect to such matter is asserted before or taxable period beginning after the Closing DateDate that are attributable to any reduction directly or indirectly resulting from an audit, including any matter described examination or the filing of an amended Tax Return (in each case for a Pre-Closing Tax Period) to the net operating losses or similar Tax attributes reflected on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that Tax Returns of the transactions contemplated by this Agreement violates WARN, Companies or any similar state or local law or Company Subsidiary for any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Pre-Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Tax Period.

Indemnification by Seller. (a) Seller will agrees, subject to the other terms and conditions of this Article IX (and, with respect to Taxes, Article VII), to indemnify and hold harmless ------------------------- Buyer defend Purchaser and its shareholders and its Affiliates, and their respective Affiliates, and the shareholdersofficers, directors, officers, employees, agents, successors and assigns (each, a "Purchaser Indemnified Party") against and any Person claiming by or through any of them, as the case may be, hold them harmless from and against: (a) all Losses resulting from incurred by them or threatened against them (with respect to any threatened Loss, so long as same remains only a threatened Loss, it is understood and agreed that (i) the indemnification and hold harmless obligations shall apply only for actually incurred out-of-pocket expenses and (ii) the defense obligations shall apply) arising out of, relating to or otherwise consisting of (i) any the breach of any representation or warranty of Seller or any Seller Affiliate made by Seller in this Agreement (and, for all purposes of this Article IX, all representations and warranties made in this Agreement shall be made as of the date of this Agreement and shall be repeated as of the Closing Date (except with respect to the next to last sentence of Section 3.09) without giving effect to any disclosures in any officers certificate or otherwise or any other knowledge of Purchaser) and/or in the Transactions Documents delivered by Sellerany Transaction Agreement, (ii) any the breach of any covenantcovenant or agreement of Centerpulse, agreement or obligation of Seller contained and/or any Seller Affiliate in this Agreement or and/or in the any Transaction Documents delivered by SellerAgreement, (iii) any act Indemnifiable Liabilities; (iv) any Excluded Liabilities; and (v) any Product Liabilities, including Actions made or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted brought before or after the Closing DateDate with respect to products, including components, sold to any matter described on SCHEDULE 5.13, Person (ivincluding any distributor) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date. Notwithstanding anything in this Article IX to the contrary, including the costs of removal no claim may be asserted against Seller or clean-up Centerpulse pursuant to Section 9.03(a)(i) unless written notice of such Hazardous Substance and other compliance with claim is received by Seller or Centerpulse describing in reasonable detail the provisions of any Environmental Laws (whether before basis for the claim on or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident date on which the representation or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to warranty on which such claim under clause (a)(i)is based ceases to survive as set forth in Section 9.01.

Indemnification by Seller. (a) From and after the Closing, Seller will shall indemnify and hold harmless ------------------------- Buyer Purchaser and its shareholders affiliates and its and each of their respective Affiliates, and the shareholdersofficers, directors, officersemployees, employeesstockholders, agents, successors and assigns representatives against, and hold them harmless from, any Person claiming by loss, liability, claim, damage, or through any of themexpense (including reasonable legal fees and expenses) (“Losses”), as incurred (payable promptly upon written request), to the case may be, from and againstextent arising from: (a) all Losses resulting from or arising out of (i) any breach as of the Closing Date of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller that survives the Closing and is contained in this Agreement or in any Ancillary Agreement (it being agreed and acknowledged by the Transaction Documents delivered parties that for purposes of Purchaser’s right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller shall be deemed not qualified by Sellerany references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (ii) actions necessary (as determined in Purchaser’s reasonable discretion) to protect the health and safety of Purchaser’s employees, agents, invitees and guests related to environmental conditions at the Premises existing as of the Closing, including without limitation any of the matters listed on Exhibit 8.01(a)(ii); (iii) any act or omission breach of any covenant of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at that survives the Closing Date, without regard to whether a claim with respect to such matter is asserted before and contained in this Agreement or in any Ancillary Agreement requiring performance after the Closing Date, including any matter described on SCHEDULE 5.13, ; (iv) any liability or obligation not included in the Assumed Liabilities, Excluded Liability; and (v) any title defect fees, expenses or other payments incurred or owed by Seller fails to eliminate as an exception from a title insurance commitment referred to any brokers, financial advisors or comparable other persons retained or employed by it in SECTION 7.7.1, (vi) any claim that connection with the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; andAgreement. (b) all claimsSeller shall not be required to indemnify any person, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from shall not have any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim liability under clauses (a)(ii) through (a)(viiii), as applicable, will exist notwithstanding the expiration (ii) and (iii) of Section 8.01(a) in excess of the Survival Period applicable Escrowed Funds (it being understood that the funds held in the Escrow Account shall be the source of funding for any such indemnification claim), except that the limitation set forth in this Section 8.01(b) shall not apply to such any claim under clause for indemnification arising out of fraud or a breach of Section 3.01, 3.02, 3.03, 3.04 and 3.07 (a)(icollectively, the “Fundamental Representations”). The maximum aggregate liability for indemnification claims payable by Seller with respect to a breach of the Fundamental Representations shall be the Purchase Price.

Indemnification by Seller. Seller will agrees, subject to the other terms, conditions and limitations of this Agreement (including the provisions of ARTICLE 11 hereof), to indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliatesany Buyer Indemnitee against, and the shareholdersto hold Buyer and each Buyer Indemnitee harmless from, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstall Loss arising out of: (a) all Losses resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in ARTICLE 4 of this Agreement or in any certificate delivered pursuant to this Agreement, to be true and correct as of the Transaction Documents delivered by Seller, Closing or the breach or violation of any covenant of Seller made herein; (iiib) any act of the Excluded Assets or omission any of Seller the Excluded Liabilities; (c) the Purchased Assets at any time or times on or prior to the Closing (including without limitation any and all Taxes arising out of, or payable with respect to, Seller’s business operations through the Closing that could give rise to an Encumbrance upon the Purchased Assets or otherwise be enforceable against a transferee of the Purchased Assets); (d) any failure of Seller to pay the Transaction Taxes; (e) any demand, claim, debt, suit, cause of action, arbitration or other proceeding (including, but not limited to, a warranty claim, a product liability claim or any event other claim) that is made or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior asserted by any third party that relates to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim Purchased Asset and that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property arose prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (bf) all claimsany demand, actionsclaim, suitsdebt, proceedingssuit, demandscause of action or proceeding made or asserted by a stockholder, judgmentscreditor, assessmentsreceiver, finesor trustee in bankruptcy of Seller, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In property or assets of either, asserting that the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration transfer of the Survival Period Purchased Assets to Buyer hereunder constitutes a fraudulent conveyance, fraudulent transfer or a preference under any applicable state or federal law, including but not limited to such claim under clause (a)(i)the United States Bankruptcy Code.

Indemnification by Seller. From and after the First Closing Date, and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller will shall defend, indemnify and hold harmless ------------------------- Buyer and Buyer, its shareholders and its and their respective Affiliatesaffiliates, and the shareholderspartners, officers, directors, officers, employees, agents, successors and assigns representatives, and any Person third party claiming by or through any of them, as the case may be, from and against: (a) against any and all Losses resulting from or arising out of (i) or resulting from: 9.1.1. any breach of any representation or warranty representations and warranties made by Seller in this Agreement or in the Transactions Documents delivered any Transaction Document not being true and accurate when made or when required by Sellerthis Agreement or such Transaction Document to be true and accurate; 9.1.2. any failure by Seller to perform any of its material covenants, (ii) any breach of any covenantagreements, agreement or obligation of Seller contained obligations in this Agreement or in the any Transaction Documents delivered by Document; 9.1.3. all liabilities and obligations of Seller, and all claims and demands made in respect thereof, whether or not known or asserted at or prior to the relevant Closing Date (iii) any act or omission of Seller with respect to, or any event or circumstance related to, other than the ownership or Assumed Obligations and Liabilities); 9.1.4. the operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed MMDS Systems prior to or at the relevant Closing Date, without regard ; 9.1.5. any liabilities relating to whether a claim with respect Seller's employees asserted under any Legal Requirement or otherwise pertaining to such any labor or employment matter is asserted before or after arising out of actions occurring prior to the relevant Closing Date, including ; 9.1.6. all obligations and liabilities arising out of or relating to the Excluded Assets; and 9.1.7. any matter described on SCHEDULE 5.13, (iv) liabilities arising under any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails bulk sales laws applicable to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated hereby. If, by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws reason of the claim of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from Person relating to any of the Real Property prior matters to the Closing Datewhich Buyer is entitled to such indemnification, including the costs of removal a Lien is placed or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from made upon any of the foregoing. In properties or assets owned or used by Buyer or any other indemnitee hereunder, in addition to any indemnity obligation of Seller under this Article, if the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration Lien is not released within 30 days after Seller is made aware of the Survival Period applicable Lien, Seller, if legally possible, shall furnish a bond sufficient to such claim under clause (a)(i)obtain the prompt release thereof within five days from receipt of notice relating thereto.

Indemnification by Seller. (a) Subject to the limitations in paragraph (b) below, Seller will 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 hold harmless ------------------------- Buyer Buyer's Indemnified Persons from and its shareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming against all Losses directly or indirectly incurred by or through sought to be imposed upon any of them, as the case may be, from and against: (ai) all Losses resulting from or arising out of (i) any breach of any representation of the representations or warranty warranties (other than those in Sections 2.1, 2.2, 2.10 and 2.11) made by the Seller or Stockholder in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Transactions Documents delivered by Seller, Closing; (ii) resulting from or arising out of any breach of any covenantof the representations or warranties made by Seller or 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; (iv) in respect of any liability or obligation of Seller contained in this Agreement which Buyer has not expressly assumed hereunder, including the Retained Liabilities; (v) resulting from or in arising out of any liability, payment or obligation arising out of any litigation or similar matter required to be described on SCHEDULE 2.22; (vi) resulting from or arising out of the Transaction Documents delivered by intentional misrepresentation or breach of warranty of Seller or Stockholder or any intentional failure of the Company or any Seller to perform or comply with any covenant or agreement of the Company or any Seller, respectively; (iiivii) resulting from or arising out of any act liability, payment or omission obligation in respect of any taxes owing by Seller or Stockholder of any kind or description (including interest and penalties with respect tothereto) 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 event third party action, whether by a governmental authority or circumstance related toother third party for damages, including fines or penalties, or clean-up costs or other compliance costs under any Environmental Law or from the ownership or operation violation of any Environmental Law arising out of the Assets or the conduct operations of the Business, which act, omission, event Company on or circumstance occurred or existed prior to or at 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), without regard that it is instituted or threatened against any of Buyer's Indemnified Persons. (b) The right to whether 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 with respect 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 such any matter is asserted before included under clause (i), (v) or after (ix)) of paragraph (a) above, a period of two (2) years from the Closing Date; (B) for claims under clauses (iii), including (vii), (viii), (ix) and (xi) (insofar as a claim under clause (xi) relates to any matter described on SCHEDULE 5.13included 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) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, and (vi) of paragraph (a) above, without limitation as to time; except that, for any claim that based upon a covenant or undertaking which by its terms is to be performed after the transactions contemplated by this Agreement violates WARNClosing, then the period above shall commence on the date when such covenant or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)agreement should have been performed.

Indemnification by Seller. It is understood and agreed that LBI Media and Buyer do not assume and will not be obligated to pay any liability of Seller under the terms of this Agreement or otherwise and will indemnify not be obligated to perform any obligations of Seller of any kind or manner, except in connection with the Assumed Contracts and with respect thereto only to the extent such obligations arise subsequent to the consummation of the transaction contemplated hereby on the Closing Date. Seller hereby agrees to indemnify, defend and hold harmless ------------------------- Buyer LBI Media and its shareholders and its and Buyer, their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any assigns, for a period of them, as one year following the case may beconsummation of the purchase-and-sale transaction contemplated hereby on the Closing Date, from and against: (a) 10.1.1 Any and all Losses resulting from or Damages, occasioned by, arising out of (i) any breach of any representation or warranty made by Seller in this Agreement resulting from the Purchased Assets or in the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property Station prior to the Closing Date, including including, but not limited to, any and all claims, liabilities and obligations arising or required to be performed prior to the costs Closing Date under any of removal the Assumed Contracts or clean-up otherwise with respect to Seller’s ownership and operation of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods Station prior to the Closing Date; and (b) 10.1.2 Any and all claimsDamages occasioned by, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to arising out of or resulting from any material misrepresentation, material breach of warranty or covenant, or material default or material nonfulfillment of any agreement on the part of Seller under this Agreement, or from any material misrepresentation in or material breach of any certificate, agreement, appendix, Schedule, or other instrument furnished to LBI Media or Buyer pursuant to this Agreement or in connection with the transaction contemplated hereby; provided that any breach of Section 7.7 shall be deemed material regardless of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more cash value of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)breach.

Indemnification by Seller. Seller will indemnify shall indemnify, defend and hold harmless ------------------------- Buyer Purchaser, Sieb & Meyex xxx Purchaser's and its shareholders Sieb & Meyex'x xxxpective affiliates, officers, directors, partners, agents, employees, attorneys and its representatives, and their respective Affiliatesheirs, and the shareholdersexecutors, directors, officers, employees, agentsadministrators, successors and assigns (collectively, "Purchaser Indemnified Parties"), and shall reimburse each Purchaser Indemnified Party, on demand, for any Person claiming by claim, demand, loss, liability, damage or through any expense, including without limitation, interest, penalties and reasonable attorneys', accountants' and experts' fees and costs of theminvestigation incurred as a result thereof ("Damages"), as the case may beresulting from, from and against: (a) all Losses resulting arising from or arising out of relating to the following: (i) any breach of any representation or warranty made by Seller in this Agreement or in the Transactions Documents delivered by Seller, Excluded Liabilities; (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance PMC Division on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (biii) any breach or default in the performance by Seller of any covenant or agreement of Seller contained herein, or in any Schedule or Exhibit hereto, or in any other instrument delivered or to be delivered by or on behalf of Seller pursuant hereto; (iv) any breach of warranty or inaccurate or erroneous representation made by Seller herein, or in any Schedule or Exhibit hereto, or in any other instrument delivered or to be delivered by or on behalf of Seller pursuant hereto; (v) the failure to comply with any applicable bulk sale or transfer Law in connection with the transactions contemplated hereby; and (vi) any liability arising out of any and all claims, actions, suits, proceedingsActions, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In ; provided, however, that the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights foregoing indemnification obligation shall not apply to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Assumed liabilities.

Indemnification by Seller. Seller will indemnify hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless ------------------------- Buyer and its shareholders and its and each Purchaser, their respective Affiliates, and the shareholders, their respective directors, officers, employeesstockholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and assigns permitted assigns, each in their capacity as such (the “Purchaser Indemnified Parties”) from, against and in respect of any Person claiming by Damages imposed on, sustained, incurred or through suffered by, or asserted against, any of themthe Purchaser Indemnified Parties, as whether in respect of Third-Party claims, claims between the case may beparties hereto, from and against: (a) all Losses resulting from or otherwise, directly or indirectly relating to, arising out of or resulting from, (i) any breach of any representation or warranty (ignoring, for purposes of this Section 7.1, any qualification as to materiality contained therein) made by Seller contained in this Agreement or in any document delivered pursuant to this Agreement so long as notice thereof is delivered to Seller during the Transactions Documents delivered by Sellerperiod such representation or warranty survives, (ii) any Excluded Liability or any failure to timely discharge or fulfill any of the Excluded Liabilities, and (iii) any breach of any covenant, a covenant or agreement or obligation of Seller contained in this Agreement or in the Transaction Documents any document delivered by Seller, (iii) pursuant to this Agreement. Damages include any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actionscosts, suitslosses, proceedingsexpenses, demandsliabilities or other damages, judgments, assessments, fines, including interest, penalties, costs and expenses (including settlement costs penalties and reasonable legalattorneys’ fees and disbursements by reason of or otherwise arising out of any Excluded Liability or any breach by the other party of a representation, accounting, experts' and other fees, costs and expenses) incident warranty or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause covenant contained in this Agreement (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(icollectively “Damages”).

Indemnification by Seller. Seller will indemnify hereby indemnifies and agrees to hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliateseach corporation included within the definition of Company harmless from, against, and the shareholders, directors, officers, employees, agents, successors in respect of (and assigns and shall on demand reimburse any Person claiming by or through any of them, as the case may be, from and against:such entity for): (a) Any and all Losses resulting from loss, liability, or damage suffered or incurred by Buyer or each corporation included within the definition of Company or any entity into which the foregoing are merged by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in this Agreement or in any agreement or certificate delivered to Buyer pursuant hereto; (b) Any and all Taxes payable by Buyer or Company or any entity with which any of the foregoing are consolidated attributable to the business and operations of each corporation included within the definition of Company for periods prior to the Closing; and (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses including without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in attempting to oppose the imposition thereof or in connection with any investigation thereof, or in enforcing this indemnity, provided, however, that no claim arising out of (i) any a breach of any representation or warranty made by Seller in this Agreement or shall be asserted by Buyer against Seller under this Paragraph 9.1 unless written notice of such claim setting forth in reasonable detail the Transactions Documents delivered by Seller, (ii) any breach of any covenant, agreement or obligation of nature thereof shall have been given to Seller contained in this Agreement or in the Transaction Documents delivered by Seller, (iii) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, (iv) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Datetermination, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing)if any, or (viii) any rate refund ordered by any Governmental Authority for periods prior to the Closing Date; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable survival period relating to such claim under clause (a)(i)as provided in Paragraph 9.3.

Indemnification by Seller. (a) Following the Closing, Seller will indemnify and shall indemnify, hold harmless ------------------------- and reimburse Buyer and its shareholders and its Affiliates and their respective Affiliates, and the shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of thempermitted assigns, in their capacity as such (collectively, the case may be“Buyer Indemnified Parties”), for, from and against: (a) against all Losses actually incurred or suffered by the Buyer Indemnified Parties resulting from or from, arising out of or relating to any Indemnified Taxes. Seller’s obligation to indemnify the Buyer Indemnified Parties for any Indemnified Taxes shall not exist if and to the extent (i) any breach of any representation or warranty made such Taxes are otherwise borne by Seller in the Buyer Indemnified Parties pursuant to this Agreement or in the Transactions Documents delivered by SellerAgreement, (ii) such Taxes are imposed on or with respect to any Transferred Subsidiaries as a result of a breach by Buyer of any covenant, agreement or obligation provision of Seller contained in this Agreement or in the Transaction Documents delivered by SellerAgreement, (iii) such Taxes arise solely as a result of any act actions taken by Buyer or omission of Seller with respect toits Affiliates (including, or any event or circumstance related toafter the Closing, the ownership or operation Transferred Subsidiaries) on the Closing Date but after the time of Closing that are outside of the Assets ordinary course of business or the conduct not contemplated by this Agreement, (iv) such Taxes can or could have been offset by any Tax losses, Tax credits or other Tax attributes attributable to any Pre-Closing Period (including as a result of the Businesssubsequent Tax audits); provided, which actthat any other direct or indirect use or reduction of such Tax attributes by Buyer or, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including by any matter described on SCHEDULE 5.13, (iv) any liability of the Transferred Subsidiaries or obligation not included their Subsidiaries shall be disregarded in determining the Assumed Liabilitiesexistence and the amount of such Tax attributes, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after ClosingTaxes are recoverable under Section 7.5(b), or (viiivi) any rate refund ordered such Taxes are caused by any Governmental Authority for periods prior to a change of Law published after the Closing Date; and. (b) Following the Closing, Seller shall indemnify, hold harmless and reimburse the Buyer Indemnified Parties, for, from and against all claimsLosses actually incurred or suffered by the Buyer Indemnified Parties resulting from, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident arising out of or relating to (i) the breach of any Post-Closing Covenant of Seller or resulting from (ii) any of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viii) of this SECTION 11.2, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Excluded Liabilities.

Indemnification by Seller. (a) Seller will shall indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, and the shareholdersofficers, directors, officersmembers, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may beaffiliates, from and against: against any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages liabilities, costs and expenses, including but not limited to reasonable attorneys' fees (a) all Losses resulting from "Losses"), suffered or incurred by any such party by reason of or arising out of any of the following: (i) any the Liabilities; (ii) the breach of any representation or warranty made contained in Article 2 hereof or in any Acquisition Document, Schedule, Exhibit or certificate delivered by Seller in this Agreement or in connection therewith; and (iii) the Transactions Documents delivered by Seller, (ii) any breach non-fulfillment of any covenant, covenant or agreement or obligation of Seller contained in this Agreement the Acquisition Documents or in the Transaction Documents any Schedule, Exhibit or certificate delivered by Seller, Seller in connection therewith. (iiib) any act or omission of Seller with respect to, or any event or circumstance related to, the ownership or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Date, without regard to whether a No claim for indemnification with respect to such matter is asserted before any alleged misrepresentation or breach of warranty may be made after the Closing Date, including any matter described on SCHEDULE 5.13, two (iv2) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (vii) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing Date, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing), or (viii) any rate refund ordered by any Governmental Authority for periods prior to years following the Closing Date; and (b) all claimsprovided, actionshowever, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident that the right to indemnification shall extend beyond such period with respect to any claim brought for a misrepresentation or relating to or resulting from any breach of the foregoing. In the event that an indemnified item arises under both clause (a)(i) and under one or more of clauses (a)(ii) through (a)(viiiSection 2.9(a) of this SECTION 11.2Agreement, Buyer's rights to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the for 30 days following expiration of any statutes of limitation under applicable law. (c) Buyer shall be entitled to seek indemnification hereunder only when the Survival Period applicable aggregate amount of all such Losses exceeds $25,000; in such case, Buyer may recover all of its Losses from Seller, provided, however, that the maximum liability of Seller to such claim under clause (a)(i)Buyer for all Losses subject to indemnification hereunder shall be $725,000.

Indemnification by Seller. Seller will hereby covenants and agrees with Purchaser that, regardless of any investigation made at any time by or on behalf of Purchaser or any information Purchaser may have and, regardless of the Closing hereunder, Seller shall, indemnify and hold harmless ------------------------- Buyer and its shareholders and its and their respective Affiliates, Purchaser and the shareholders, directors, officers, employeesemployees and Affiliates of Purchaser, agents, and each of their successors and assigns (collectively, the "Purchaser Indemnitees"), and hold them harmless from, against and in respect of any Person claiming and all Losses suffered, incurred or sustained by or through any of them, as the case may be, from and against: (a) all Losses them resulting from or arising out of (i) any misrepresentation, breach of warranty or nonfulfillment of any representation agreement, covenant or warranty made obligation by Seller or the Company made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in the Transactions Documents delivered by Sellerconnection herewith), (ii) any breach Tax imposed upon or relating to the Company for any Pre- Closing Period in excess of the amount shown on the Closing Balance Sheet as a Liability or reserve for current Taxes not yet due and payable (excluding any covenant, agreement or obligation of Seller contained in this Agreement or reserve for deferred Taxes established to reflect timing differences between book and Tax income and the accrual on the Closing Balance Sheet described in the Transaction Documents delivered by Sellerlast sentence of Section 2.2), (iii) any act or omission of Seller with respect to, or any event or circumstance related to, but only if and to the ownership or operation extent that that such excess would have caused the Minimum Book Value of the Assets Company to fall below (or the conduct of the Business, which act, omission, event or circumstance occurred or further below) one million dollars ($1,000,000) if such liability had existed prior to or at on the Closing Date, without regard to whether a claim with respect to such matter is asserted before or after the Closing Date, including any matter described on SCHEDULE 5.13, and (iviii) any liability or obligation not included in the Assumed Liabilities, (v) any title defect Seller fails to eliminate as an exception from a title insurance commitment referred to in SECTION 7.7.1, (vi) any claim that the transactions contemplated by this Agreement violates WARN, or any similar state or local law or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (viiA) the presence, generationRelease or threatened Release, removal of any Hazardous Materials existing as of or transportation of a Hazardous Substance on or from any of the Real Property prior to the Closing DateDate at, including from, in, to, on, or under any Site; (B) the costs transportation, treatment, storage, handling, or disposal or arrangement for transportation, treatment, storage, handling or disposal of removal any Hazardous Materials by or clean-up on behalf of such Hazardous Substance and other compliance Seller (in connection with the provisions Business) or the Company, any predecessors of Seller (in connection with the Business) or the Company or any Environmental Laws (whether before entities previously owned by the Company at or after Closing), or (viii) to any rate refund ordered by any Governmental Authority for periods off-Site location prior to the Closing Date; and (bC) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses any violation of Environmental Law or any Environmental Permit by Seller (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expensesin connection with the Business) incident or the Company as of or prior to the Closing Date; or (D) any Environmental Claims relating to (1) the Business as conducted on or resulting from prior to the Closing Date; (2) any Contract executed by the Company on or prior to the Closing Date; (3) any express or implied warranty obligations with respect to products or services sold or otherwise provided by or on behalf of the foregoing. In Company on or prior to the event that an indemnified item arises under both clause Closing Date; or (a)(i4) and under one any liability or more obligation assumed or undertaken (either expressly or by operation of clauses (a)(iilaw) through (a)(viii) of this SECTION 11.2, Buyer's rights by the Company on or prior to pursue its claim under clauses (a)(ii) through (a)(viii), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a)(i)Closing Date.