Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closing.

Indemnification by Seller. Subject (a) Seller agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless the Purchaser Buyer Indemnified Parties from and against, and pay or reimburse the Purchaser Buyer Indemnified Parties for, any and all Losses incurred Adverse Consequences which any Buyer Indemnified Party suffers, sustains or suffered incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Purchaser Indemnified Parties Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to:to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (ab) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or inaccuracy in any representation or warranty warranties of Seller contained in Article III 2; or Article IV (1) a breach by Seller of this Agreement; (i) any breach of its covenants or failure to perform any covenant or agreement of Seller agreements contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingAgreement.

Indemnification by Seller. Subject (a) From and after the Closing Date, subject to the other provisions of this Article XVIII, includingSeller agrees to indemnify Buyer and its officers, without limitationdirectors, employees and Affiliates (collectively, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend “Indemnified Buyer Entities”) and to hold each of them harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses Damages suffered, paid or incurred or suffered by the Purchaser such Indemnified Parties Buyer Entity and arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; resulting from (i) any breach of or failure any of the representations and warranties made by Seller to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax periodBuyer, (ii) any Taxes breach by Seller of any of the Acquired Companies for the Pre-Closing Tax Periodits covenants or agreements contained in this Agreement, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Indebtedness of the Acquired Companies (not paid or any predecessor thereof) is or was a member otherwise satisfied in full on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on Intercompany Accounts not settled or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or cancelled prior to the Closing Date, or (v) any payments under any Tax allocationthe matters referred to on Schedule 3.4, sharingand (vi) except for matters identified with an asterisk on Schedule 4.10, liabilities pursuant to Environmental Laws or similar agreement entered into Orders relating to the Companies’ (or binding on any their predecessors’) former manufactured gas plant properties or off-site disposal sites (if any), in each case outside of the Acquired Companies at or Commonwealth of Pennsylvania, relating to any period prior to the ClosingClosing Date to the extent the applicable property or site is identified by Buyer to Seller in writing on or before the third anniversary of the Closing Date (regardless of whether such Damages are suffered, paid or incurred prior to or following such third anniversary). (b) Notwithstanding anything to the contrary contained in each casethis Section 8.2, the Indemnified Buyer Entities shall be entitled to indemnification with respect to any claim for indemnification pursuant to Section 8.2(a)(i): (i) only if the amount of Damages with respect to such claim exceeds the amount of $50,000 (any claim involving Damages equal to or less than such amount being referred to as a “De Minimis Claim”); (ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified Buyer Entities, with respect to all claims for indemnification pursuant to Section 8.2(a)(i) (other than De Minimis Claims), exceed the amount of one and one-half percent (1.5%) of the Purchase Price (the “Deductible”), whereupon (subject to the provisions of clause (iii) below) Seller shall be obligated to pay in full all such amounts but only to the extent such Taxes aggregate Damages are specifically included in the calculation excess of the Final Net Working Capital;amount of the Deductible; and (iii) only with respect to claims for indemnification under Section 8.2(a)(i) made on or before the expiration of the survival period pursuant to Section 8.1 for the applicable representation or warranty. (c) Notwithstanding anything to the contrary contained in this Section 8.2, in no event shall the Indemnified Buyer Entities be entitled to aggregate Damages in excess of the amount of fifteen percent (15%) of the Purchase Price (the “Cap”). Notwithstanding anything in this Section 8.2 to the contrary, (i) a De Minimis Claim, the Deductible and the Cap shall not apply to any indemnification obligation of Seller related to Section 3.2 (Authorization), Section 3.6 (Title), Section 3.7 (Brokers) and Section 4.2(b) (Subsidiaries); provided, however, that Seller shall not be required to indemnify the Indemnified Buyer Entities for any breach of Sections 3.2, 3.6, 3.7 and 4.2(b) for Damages in excess of the Purchase Price and (ii) the Cap shall not apply to any indemnification obligation of Seller pursuant to Sections 8.2(a)(ii) through 8.2(a)(v), inclusive; provided, however, that Seller shall not be required to indemnify the Indemnified Buyer Entities pursuant to Section 8.2(a)(v) for Damages in excess of the Purchase Price. (d) any For the avoidance of doubt, there shall be no entitlement to an indemnity under this Article VIII for a breach of the Indemnified Liabilities; and/or representations in Section 4.12 (eTaxes) any actual fraud of Seller or any of the Acquired Companies prior covenants in Section 6.2(a)(ix) if the Buyer is entitled to or as of the Closingan indemnity under Section 6.15.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article XARTICLE VIII, including, without limitation, from and after the recovery limitations set forth in Section 10.8Closing, Seller shall indemnifyshall, defend with monies from the General Escrow Account, indemnify Buyer and each of its officers, directors, employees, agents, equity holders or the successors and assigns of the foregoing (the “Buyer Indemnified Parties,” and each a “Buyer Indemnified Party”) in respect of, and hold each Buyer Indemnified Party harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses claims, debts, obligations and other liabilities, monetary damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) incurred by any Buyer Indemnified Party or suffered by any Affiliate thereof to the Purchaser Indemnified Parties arising out of or relating toextent resulting from any: (a) any subject to Section 8.5 hereof, breach of or inaccuracy in any representation or warranty of Seller contained in Article III Section 3.1 or Article IV Section 3.2 of this AgreementAgreement or the certificate of Seller delivered at the Closing pursuant to Section 7.1(c); (ib) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Agreement; (c) (i) any Taxes of the Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any or Taxes of any member of an affiliated, consolidated, combined, or unitary group of for which any of the Acquired Companies (or any predecessor thereof) Seller is or was a member on or prior to the Closing Date, including pursuant to held liable under Treasury Regulation Regulations Section 1.1502-6 (or any analogous or similar provision of state, local, local or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies), as a transferee or successor, successor by contract or otherwise, which Taxes relate to by reason of Seller being included in an event affiliated group filing a consolidated federal Tax Return, or transaction occurring any similar group for federal, state, local or foreign Tax purposes, at any time on or prior to before the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any the Action listed on Section 8.1(d)(i) of the Indemnified LiabilitiesDisclosure Schedule (such Action, the “Specified Action”); and/orprovided that in no event shall Seller have any obligation to indemnify Buyer pursuant to this Section 8.1(d) for (i) any damage awards or amounts payable to any Governmental Entity in such Specified Action, if and solely to the extent attributable to Buyer’s alleged violation of Law or (ii) the obligations of the Company set forth on Section 8.1(d)(ii) (the obligation described in this clause (ii), the “Buyer Specified Liability”); or (e) any actual fraud of claims for which Seller or any of the Acquired Companies prior has agreed to or as of the Closingindemnify Buyer pursuant to Section 6.14.

Indemnification by Seller. Subject to To the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8maximum extent permitted by applicable Law, Seller shall agrees to indemnify, defend and hold harmless Purchaser and its successors and Affiliates, and their respective employees, officers, directors, trustees and agents (the "Purchaser Indemnified Parties Persons"), from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by the Purchaser Indemnified Parties claims for Damages (each a "Claim") arising out of from or relating to: : (a) any breach of the representations and warranties in this Agreement or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; Related Agreement (i) except for any breach of the representation and warranty set forth in Section 4.14(a)(i)), as to which Seller shall not be obligated to pay any amount to Purchaser or failure to perform a third party, but shall otherwise hold Purchaser harmless); (b) the nonfulfillment of any covenant of the covenants or agreement agreements of Seller contained in this Agreement or (ii) any Access Breach (as defined Related Agreement other than the covenant in the Transition Services Agreement and subject to the terms and conditions set forth therein); Section 7.12; (c) subject to Sections 8.07 and 8.08, any Excluded Liability; (id) any Taxes investigation, civil, criminal or administrative action with respect to the Seller's Benefit Plans (including without limitation, any claim for benefits under a Seller Benefit Plan by any personnel of Seller); (e) any COBRA obligation of Seller for arising from any Tax period, qualifying event as defined under COBRA occurring before the Closing Date; (iif) any Taxes Environmental Claim arising or existing prior to the Closing; and (g) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the Acquired Companies for foregoing; provided, however, the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud obligations of Seller or under this Section 8.03 with respect to noncompliance with Section 7.13 and Seller's Capital Plan shall be determined after taking into account any of the Acquired Companies prior to or as of the Closingand all adjustments under Section 7.12.

Indemnification by Seller. Subject to Notwithstanding the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing, Seller shall hereby agrees to indemnify, defend and hold Buyer harmless the Purchaser Indemnified Parties from against and againstwith respect to, and shall reimburse the Purchaser Indemnified Parties Buyer for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) Any and all losses, direct or indirect, liabilities, or damages resulting from any untrue representation, breach of warranty, or inaccuracy nonfulfillment of any covenant or obligation by Seller contained herein or in any representation certificate, document or warranty instrument delivered to Buyer hereunder; (b) Any and all obligations of Seller contained in Article III or Article IV not assumed by Buyer pursuant to the terms of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax periodAny and all losses, (ii) any Taxes of any liabilities or damages resulting from the construction, operation or ownership of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Station prior to the Closing DateEffective Time, or Seller's acts or omissions generally, including but not limited to any and all liabilities not assumed by Buyer pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalArticle 3 hereof; (d) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the Indemnified Liabilitiesforegoing or incurred in opposing the imposition thereof, or in enforcing this indemnity, subject to the notice and opportunity to remedy requirements of Section 16.3 hereof; and/orand (e) Interest at the Prime Rate on any actual fraud reimbursable expense or loss incurred by Buyer from the date of Seller or payment, in the case of a reimbursable expense, and from the date of incurrence, in the case of any other losses, until the date of the Acquired Companies prior to or as of the Closingreimbursement by Seller.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8VIII, Seller shall indemnifydefend, defend indemnify and hold harmless the Purchaser Indemnified Parties Buyer, its Affiliates and their respective members, managers, stockholders, directors, officers, employees and other representatives (“Buyer Indemnitees”) from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses Damages asserted against or incurred or suffered by the Purchaser Indemnified Parties arising out such Buyer Indemnitees by reason of or relating toresulting from: (a) any material inaccuracy in or material breach of any of the representations or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement warranties of Seller contained in this Agreement or any document to be delivered hereunder; (iib) any Access Breach (as defined material breach or non-fulfillment in the Transition Services any material respect of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement and subject or any document to the terms and conditions set forth therein)be delivered hereunder; (c) any Excluded Asset or Excluded Liability; (id) any Taxes of Seller for any Tax period, (ii) any Taxes of any the operation of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, Business or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Assets prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 except for the Assumed Liabilities; (e) any bulk sales law, bulk transfer law, or any analogous or other similar state, local, or foreign Law, laws with respect to the transactions contemplated by this Agreement; (ivf) (i) any and all Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior due with respect to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or Business accruing prior to the Closing, in each case, including without limitation (i) any and all amounts which may be required to be paid to obtain all Tax Clearance Certificates and (ii) any claims or other than to the extent such Taxes are specifically included in the calculation liabilities arising out of the Final Net Working CapitalTransferors’ failure to obtain all such Tax Clearance Certificates; (dg) any of the Indemnified Liabilities; and/orBrokerage; (eh) the Resterilization Costs; (i) all pending or threatened Actions against Amedica or US Spine, including but not limited to, pending or threatened Actions involving Trace C▇▇▇▇▇ and any actual fraud of Seller or any of the Acquired Companies prior to or Actions disclosed on Schedule 3.8; and (j) that certain Distribution and Marketing Agreement, effective as of the ClosingApril 14, 2016, by and between Amedica Corporation and Shandong Weigao Orthopedic Device Company Limited.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall and Owner will indemnify, ------------------------- defend and hold harmless Buyer and its shareholders and its and their respective Affiliates, and the Purchaser Indemnified Parties shareholders, directors, officers, employees, agents, successors and assigns of any of such Persons, from and against: 8.2.1 all losses, and reimburse the Purchaser Indemnified Parties fordamages, any and all Losses incurred liabilities, deficiencies or suffered by the Purchaser Indemnified Parties obligations of or to Buyer resulting from or arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of any then surviving representation or failure to perform warranty made by Seller in this Agreement, (ii) any covenant breach of any then surviving covenant, agreement or agreement obligation of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax PeriodAgreement, (iii) any Taxes of third party claim with respect to any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or occurrence prior to or on the Closing Effective Date, without regard to whether such third party claim with respect to such occurrence is asserted before or after the Effective Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Lawmatter described on Schedule 4.8, (iv) any Taxes liability or obligation of any Person imposed on or payable by any of Seller not included in the Acquired CompaniesAssumed Liabilities, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or including contingent liability for products sold prior to the Closing Effective Date, or (v) any payments under any Tax allocationclaim that the transactions contemplated by this Agreement violate the Worker Adjustment and Retraining Notification Act, sharingas amended, or any similar agreement entered into state or binding on local law, or any bulk transfer or fraudulent conveyance laws of any jurisdiction, and (vi) any liability or obligation of Seller arising after the Effective Date; and 8.2.2 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 Acquired Companies at foregoing. In the event that an indemnified item arises under both clause 8.2.1(i) and -------- under one or prior more of clauses 8.2.1(ii) through 8.2.1(vi) of this Section 8.2, --------- --------- ----------- Buyer's rights to pursue its claim under clauses 8.2.1(ii) through 8.2.1(vi), as --------- --------- applicable, will exist notwithstanding the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation expiration of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior Survival Period applicable to or as of the Closing.such claim under clause 8.2.1(i). --------

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Sections 7.01 and 7.04, Seller shall indemnify, defend indemnify and hold harmless the Purchaser Indemnified Parties from and its officers, directors, employees, agents, permitted assigns, Affiliates and successors thereof from, against, for and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating toin respect of: (a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances (collectively, "LOSSES") suffered, sustained, incurred or required to be paid by Purchaser and arising from the breach of any written representation, warranty, agreement or inaccuracy in any representation or warranty covenant of Seller contained in Article III or Article IV of this Agreement; (ib) all Excluded Liabilities, including but not limited to, the Excluded Tax Liabilities, and all liabilities arising from or in connection with the maintenance by Seller or any breach of or failure to perform any covenant or agreement affiliate of Seller contained in this Agreement or (ii) of any Access Breach employee benefit plan (as defined in the Transition Services Agreement and subject to the terms and conditions set forth thereinSection 3(3) of ERISA); (c) all customary costs and expenses (iincluding, without limitation, customary attorneys' fees, interest and penalties) incurred by Purchaser in connection with any Taxes of Seller for any Tax periodaction, (ii) any Taxes of suit, proceeding, demand, assessment or judgment incident to any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation matters indemnified against in this Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;7.02; and (d) any Losses arising from any cleanup or other remediation of the Indemnified Liabilities; and/or or arising from any cleanup, removal, containment or other remediation (ecollectively, "CLEANUP") any actual fraud of Seller required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of Environmental Law, but only to the Acquired Companies prior to or as of the Closingextent that Seller has caused such Losses. THE PROVISIONS OF THIS INDEMNITY SHALL NOT BE THE SOLE REMEDY IN THE CASE OF INTENTIONAL MISREPRESENTATIONS, FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification by Seller. Subject After the Closing Date and subject to the other additional provisions of set forth in this Article XARTICLE XI, Seller shall indemnify Buyer and Buyer’s stockholders, officers, directors, employees and representatives (each a “Buyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all reasonable out-of-pocket expenses, including, without limitation, the recovery limitations set forth in Section 10.8reasonable legal fees and costs of settlement whether or not arising from a third party claim (collectively “Losses”), Seller shall indemnifyincurred, defend and hold harmless the Purchaser Indemnified Parties from and againstsuffered, and reimburse the Purchaser Indemnified Parties forsustained or required to be paid, any and all Losses incurred directly or suffered by the Purchaser Indemnified Parties indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of or relating to: (ai) any breach of or inaccuracy in as of the Agreement Date or the Closing Date of any representation or warranty of Seller contained in Article III the Company or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement; (ii) any Access Breach (as defined in breach by the Transition Services Agreement and subject Company or Seller or any failure of the Company or Seller to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of perform any of the Acquired Companies for covenants or obligations contained in this Agreement or the Pre-Closing Tax Period, Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement; (iii) any Taxes Indebtedness of any member of an affiliated, consolidated, combined, the Company or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, its Subsidiaries; (iv) any Taxes the matter disclosed in Section 3.8(1) of the Disclosure Schedule (the “Specified Matter”) but only to the extent of any Person imposed on or payable by any Losses in excess of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or $250,000; and (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any the matter disclosed in Section 3.8(2) of the Acquired Companies at Disclosure Schedule. Seller shall indemnify and hold harmless Buyer and Buyer’s direct and indirect customers and each of their officers, directors, employees, and agents from and against any and all damages (including, without limitation, any lost profits resulting from any temporary or prior permanent injunction), liabilities, judgments, losses, expenses (including attorneys’ fees) and costs arising from or relating to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingmatter set forth on Schedule 11.2.

Indemnification by Seller. Subject From and after the Closing, and subject to the other provisions terms and conditions of this Agreement, including this Article X, including, without limitation, the recovery limitations set forth in Section 10.8VI, Seller shall indemnify, defend and hold harmless each of the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred resulting from or suffered by the Purchaser Indemnified Parties arising out of or relating toof: (a) any inaccuracy in or the breach of or inaccuracy in any representation or warranty of made by Seller contained in Article III or Article IV of this AgreementIII; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or by Seller that by its terms provides for obligations following the Closing and (ii) any Access Breach (as defined in material breach by the Transition Consultant of her material obligations under the Consulting Services Agreement following the Closing through the earlier of (A) the day Commercial Quantities are achieved and subject to (B) the terms and conditions set forth therein)termination or expiration of the Consulting Services Agreement; (c) (i) any Taxes of Seller for any Tax periodsuit, (ii) any Taxes of any of action, litigation, hearing, inquiry, examination, demand, proceeding, arbitration, mediation, claim, charge, investigation or audit, pending or threatened, related to the Business or the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or Assets that occurred and was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable known by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or Seller prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/orExcluded Liability; (e) any actual fraud outstanding debt related to the Business or the Acquired Assets prior to Closing; (f) any Seller Taxes; and (g) each of the following: (i) the actions of Seller contemplated by Section 5.13, (ii) the Authorized Generic Agreement, (iii) the Consent to Assignment dated July 26, 2018, by and between Seller (as successor in interest to Biofrontera Newderm LLC, as successor in interest to Cutanea Life Sciences, Inc.) and Medimetriks, and (iv) any other agreement related to the Business or any of the Acquired Companies Assets by and among Seller on the one hand and P▇▇▇▇▇▇ and/or Medimetriks on the other hand, but in each case, specifically excluding any Losses with respect to the matters set forth in this subsection (g) incurred by the Purchaser Indemnified Parties prior to or as of the Closing.

Indemnification by Seller. Subject Seller agrees to defend, indemnify and hold Buyer, and its officers, directors, employees, representatives, shareholders, divisions, subsidiaries, Affiliates and direct and ultimate parent entities and their respective officers, directors, shareholders and employees (the "AC Entities") harmless ----------- from and against any and all claims, liabilities, damages, losses, penalties, excise taxes, deficiencies and expenses (including reasonable attorneys' fees and expenses and costs of suit, including but not limited to travel expenses and discovery costs for such matters as transcripts, photocopying, subpoenas and telecopies) (individually, a "Loss" and ---- collectively, "Losses"), arising out of relating to or in connection with (i) ------ any and all inaccurate representations and warranties made by or on behalf of Seller in this Agreement, including in Section 4 hereof, or in any document delivered by Seller hereunder (disregarding any materiality, knowledge or Material Adverse Effect qualifications with respect to any such representation, warranty, covenant or agreement, except (i) in instances when knowledge relates to "threatened" matters or matters relating to the intent of any other party or (ii) where such default can be cured at a cost of less then $1,000); (ii) any failure by Seller to give any notices which are required to be given by it to governmental authorities which are required in connection with the transactions contemplated by this Agreement and/or to comply with any applicable provisions of this Article Xthe Bulk Transfer Laws under any applicable Uniform Commercial Code, other than with respect to Assumed Liabilities; (iii) any Excluded Liability; (iv) any Environmental Condition relevant to the Premises or any facilities or operations thereon, existing as of and/or prior to the Closing Date, even if not discovered until after the Closing Date; (v) any violation of an Environmental Requirements with respect to the Premises or any facilities or operations thereon, existing as of and/or prior to the Closing Date, even if not discovered until after the Closing Date; (vi) any Hazardous Substance (as defined by Environmental Requirements) or storage tank on or previously on the Premises including, without limitation, the recovery limitations set forth effects of any contamination or injury to any Person, property or the environment created or suffered thereby and the cost of investigation (including consultants' and attorneys' fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved; (vii) the disposition by the Companies or any of them of any Waste or Hazardous Waste; (viii) any violation of ERISA, the Code and/or such other law(s) which are applicable to any Plan as the term is defined in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a4.18(a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i, any violation of the terms of any Plan(s) in the operation and administration of such Plan(s) which could result in a Loss to Buyer, and any breach violation of the fiduciary or failure to perform prohibited transaction rules of ERISA and the Code by Seller, any covenant Company, any ERISA Affiliate, any officer, director, shareholder or agreement employee of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) Company or any ERISA Affiliate who is deemed an ERISA fiduciary or was a member on party in interest or disqualified person to any Plan, whether any such violations exist as of and/or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to even if not discovered until after the Closing Date, ; (ix) breaches of any covenant or (v) any payments under any Tax allocation, sharing, or similar other agreement entered into or binding on any the part of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of them set forth in this Agreement or in any document delivered by the Acquired Companies prior or any of them at Closing; (x) any claims of any brokers or finders claiming by, through or under Seller, the Companies or any of them with respect to the transactions contemplated hereby and (xi) any obligations of Buyer for sales, use or as other transfer Taxes due with respect to the transfer of the ClosingFurniture and Fixtures; Spare Parts, Inventory and Supplies; and the Machinery and Tools to Buyer hereunder.

Indemnification by Seller. Subject to the other provisions of this Article XSections 2.4, including, without limitation12.5 and 12.6, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from Buyer and againstits officers, directors, employees, agents and reimburse the Purchaser Indemnified Parties forAffiliates from, against and with respect to any and all Losses loss, damage, claim, obligation, liability, cost and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or suffered by the Purchaser Indemnified Parties prosecuting any litigation, claim, proceeding or demand), of any kind or character (a "Loss") arising out of or relating toin connection with any of the following: (a) any breach of any of the representations or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement warranties of Seller contained in this Agreement (other than those contained in Sections 4.18 and 4.24 or the first three sentences of Section 4.25); (iib) any Access Breach (as defined in the Transition Services Agreement and subject failure by Seller to the terms and conditions set forth therein)perform or observe, or to have performed or observed any covenant or agreement to be performed or observed by it pursuant to this Agreement; (c) any failure by Seller to comply with the continuation coverage requirements applicable to group health plans pursuant to Sections 601 et seq. of ERISA and Section 4980B of the Code; (id) any all liability for Taxes in excess of Seller $10,000, or payable by or with respect to, the Company and the Subsidiary for any Tax period, (ii) any Taxes of any period ending on or before the end of the Acquired Companies for day on the Closing Date and that portion of a Straddle Period up to and including the Closing Date ("Pre-Closing Tax Period, "); (iiie) any liability of the Company or Subsidiary for the unpaid Taxes of any member of an affiliated, consolidated, combined, Person (other than such Company or unitary group of which any of the Acquired Companies (or any predecessor thereofSubsidiary) is or was a member on or prior to the Closing Date, including pursuant to Treasury under Regulation Section 1.1502-6 (or any analogous or similar provision of state, local, local or foreign Law, (ivlaw) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract contract, or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or ; (vf) any payments under debt or liability of any Tax allocation, sharing, Company or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than Subsidiary to the extent such Taxes are specifically not disclosed on the balance sheet included in the calculation Financial Statements, on any Schedule hereto, or not otherwise expressly assumed by Buyer hereunder; or (g) any matter set forth on Schedules 4.5, 4.10, 4.11, 4.13, 4.16(e), 4.20 and 4.22 to the extent Losses relating thereto exceed, in the aggregate together with Losses arising in connection with any matter set forth on Schedules 4.5, 4.10(b), 4.11, 4.13, 4.16(e), 4.20 and 4.22 of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingKrebsoege Agreement, $1,500,000.

Indemnification by Seller. (a) Subject to the other provisions limitations of this Article XSection 11.2(b), includingSeller agrees to indemnify in full Buyer and its officers, without limitationdirectors, employees, agents and stockholders (collectively, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend "Buyer Indemnified Parties") and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or paid prior to the Purchaser first anniversary of the Closing Date (collectively, "Losses"), which Buyer Indemnified Parties from and againstmay suffer, and reimburse the Purchaser Indemnified Parties forsustain or become subject to, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out as a result of or relating to: (ai) any breach of or inaccuracy misrepresentation in any representation or warranty of the representations and warranties of Seller contained in Article III this Agreement or Article IV in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Seller pursuant to the terms of this Agreement; Agreement or otherwise referenced or incorporated in this Agreement (icollectively, the "Related Documents"), (ii) any breach of of, or failure to perform perform, any covenant or agreement of Seller contained in this Agreement or any of the Related Documents, or (iiiii) any Access Breach "Claims" (as defined in Section 11.4(a) hereof) or threatened Claims against Buyer arising out of the Transition Services Agreement and subject actions or inactions of Seller with respect to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of Assets or the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Business prior to the Closing Date(collectively, including pursuant "Buyer Losses"). (b) Seller shall be liable to Treasury Regulation Section 1.1502-6 Buyer Indemnified Parties for any Buyer Losses (i) only if Buyer or any analogous another Buyer Indemnified Party delivers to Seller written notice, setting forth in reasonable detail the identity, nature and amount of Buyer Losses related to such claim or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or claims prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any first anniversary of the Acquired Companies at or prior Closing Date and (ii) only if the aggregate amount of all Buyer Losses exceeds $25,000 (the "Basket Amount"), in which case Seller shall be obligated to indemnify the Buyer Indemnified Parties only for the excess of the aggregate amount of all such Buyer Losses over the Basket Amount. So long as Seller retains the Buyer Shares, Seller's sole recourse and Buyer's sole remedy, shall be a return of the Buyer Shares in an amount equal to the Closing, liability of Seller. In no event shall Seller have liability under this Agreement in each case, other than excess of the Buyer Shares (or US$2,031,105 if Seller has disposed of the Buyer Shares to a party who has not agreed to accept the extent such Taxes are specifically included indemnification obligations hereunder). A Buyer Indemnified Party's failure to provide the detail required by clause (i) in the calculation preceding sentence shall not constitute either a breach of this Agreement by the Final Net Working Capital; (d) any of the Buyer Indemnified Liabilities; and/or (e) any actual fraud of Seller Party or any basis for Seller to assert that the Buyer Indemnified Party did not comply with the terms of this Section 11.2 sufficient to cause the Acquired Companies prior Buyer Indemnified Party to or as of the Closinghave waived its rights under this Section 11.2, unless Seller demonstrates that its ability to defend against any Claims with respect thereto has been materially adversely affected.

Indemnification by Seller. Subject (a) After the Closing and subject to Section 9.6, the other provisions of this Article X, including, without limitation, the recovery limitations set forth in XII and Section 10.813.1, Seller shall indemnify, defend indemnify and hold harmless Buyer, its Affiliates and its and their respective Representatives (collectively, the Purchaser “Buyer Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and Parties”) against all Losses (regardless of whether or not such Losses relate to a Third Party Claim) suffered or incurred by any Buyer Indemnified Party, or suffered by the Purchaser to which any Buyer Indemnified Parties arising out Party otherwise becomes subject, as a result of or relating toin connection with: (ai) (A) any inaccuracy in or breach of or inaccuracy in any representation or warranty of Seller or Parent contained in Article III V or Article IV VI of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to as of the extent Closing Date with the same force and effect as if made on and as of the Closing Date (excluding any such Taxes representations and warranties that are specifically included made as of an earlier date) (clause (A), collectively, “Seller Closing Rep Breaches”) and (B) any inaccuracy in or breach of any representation or warranty of Seller or Parent contained in Article V or Article VI of this Agreement, which is not recoverable under the calculation R&W Insurance Policy as a result of the Final Net Working Capitalexclusions described in Sections 4(g) through 4(i) of the R&W Insurance Policy (clause (B), collectively, “Seller Excluded Rep Breaches”); (dii) any breach or failure by Seller to perform any of its covenants or agreements contained in this Agreement to be performed after the Indemnified Liabilities; and/orClosing; (eiii) any actual fraud Excluded Liability; or (iv) any Seller Note Liability. (b) The cumulative aggregate liability of Seller or any of under this Article XII shall in no event exceed the Acquired Companies prior to or as of the ClosingBase Purchase Price.

Indemnification by Seller. (a) Subject to the other provisions limitations of this Article XSection 11.02(b) and Section 11.05, includingSeller agrees to indemnify in full Buyer and its officers, without limitationdirectors, employees, agents and stockholders (collectively, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend "Buyer Indemnified Parties") and hold them harmless the Purchaser against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), (collectively, "Losses"), which Buyer Indemnified Parties from and againstmay suffer, and reimburse the Purchaser Indemnified Parties forsustain or become subject to, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out as a result of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach misrepresentation in any of or failure to perform any covenant or agreement the representations and warranties of Seller contained in this Agreement or (ii) in any Access Breach (as defined in the Transition Services Agreement and subject certificate or other document delivered or to be delivered by or on behalf of Seller pursuant to the terms and conditions set forth therein); (cof Section 8.01(j) (i) any Taxes of Seller for any Tax periodthis Agreement, (ii) any Taxes breach of, or failure to perform, any agreement of any of the Acquired Companies for the Pre-Closing Tax PeriodSeller contained in this Agreement, or (iii) except as otherwise provided in this Agreement, any Taxes of any member of an affiliated, consolidated, combined, "Claims" (as defined in Section 11.04(a) hereof) or unitary group of which any threatened Claims against Buyer arising out of the Acquired Companies (actions or any predecessor thereof) is inactions of Seller with respect to the ownership or was a member on operation of the Assets or the Business prior to the Closing Date(collectively, including pursuant "Buyer Losses"). (b) Seller shall be liable to Treasury Regulation Section 1.1502-6 Buyer Indemnified Parties for any Buyer Losses (i) only if Buyer or any analogous another Buyer Indemnified Party delivers to Seller written notice, setting forth in reasonable detail the identity, nature and amount of Buyer Losses related to such claim or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or claims prior to the Closing Dateexpiration of any applicable period specified in Section 11.01, or and (vii) any payments under any Tax allocationonly if the aggregate amount of all Buyer Losses exceeds $150,000 (the "Basket Amount"), sharing, or similar agreement entered into or binding on any in which case Seller shall be obligated to indemnify the Buyer Indemnified Parties only for the excess of the Acquired Companies at or prior aggregate amount of all such Buyer Losses over the Basket Amount up to a total equal to the ClosingPurchase Price (the "Maximum Amount"), which shall constitute the maximum aggregate liability of Seller to Buyer under this Agreement; provided that any breach by Seller of its covenants in each case, other than Section 6.02 hereof shall not be subject to the extent such Taxes are specifically included time limitation of clause (i) of this sentence or the Maximum Amount limitation. A Buyer Indemnified Party's failure to provide the detail required by clause (i) in the calculation preceding sentence shall not constitute either a breach of this Agreement by the Final Net Working Capital; (d) any of the Buyer Indemnified Liabilities; and/or (e) any actual fraud of Seller Party or any basis for Seller to assert that the Buyer Indemnified Party did not comply with the terms of this Section 11.02 sufficient to cause the Acquired Companies prior Buyer Indemnified Party to or as of the Closinghave waived its rights under this Section 11.02, unless Seller demonstrates that its ability to defend against any Claims with respect thereto has been materially adversely affected.

Indemnification by Seller. Subject From and after the Closing (but subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.810.1), Seller shall indemnify, defend and hold harmless and indemnify each of the Purchaser Indemnified Parties Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnified Parties Indemnitees for, any and all Losses Damages that are sustained or incurred or suffered at any time by any of the Purchaser Indemnified Parties arising out Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or relating tonot such Damages relate to any Third Party Claim) and that arise from or are a result of, or are connected with: (ai) any inaccuracy in or breach of any representation or warranty made by Seller or UAV in this Agreement (without giving effect to (A) any materiality or similar qualification limiting the scope of such representation or warranty or (B) subject to the proviso of Section 5.3, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement) or the Seller Closing Certificate; (ii) any breach of any covenant or inaccuracy in any representation or warranty obligation of Seller contained or, in Article III the case of any covenant or Article IV of obligation to be performed at or prior to the Closing, UAV in this Agreement; (iiii) any breach fraud by UAV or Seller; or (iv) regardless of or failure to perform the disclosure of any covenant or agreement of Seller contained matter set forth in this Agreement or the Disclosure Schedule, (iiA) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller Liability for any Tax period, (ii) of UAV for any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iiiB) any Taxes and all liability for payment of any amounts described in clause (A) of this section whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined, combined or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including and (C) Transfer Taxes which Seller is responsible for pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state6.3(b) (collectively, local“Indemnified Taxes”); provided, or foreign Lawhowever, (iv) any Indemnified Taxes of any Person imposed on or payable by shall not include any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which following Taxes: (A) Taxes relate to an event or transaction occurring on or prior to the Closing Dateextent included in the computation of Indebtedness, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the ClosingUnpaid UAV Transaction Expenses, in each case, other than as finally determined; (B) Taxes resulting from a breach by Purchaser of any covenant or agreement contained in this Agreement; (C) Transfer Taxes which Seller is responsible for pursuant to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; Section 6.3(b); and (dD) any of the Indemnified Liabilities; and/or (e) Taxes resulting from any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingPurchaser Closing Date Transactions.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (ai) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement, in any Ancillary Agreement or in any document delivered in connection herewith (it being agreed and acknowledged by the parties that for purposes of Purchaser's right to indemnification pursuant to this Section 8.01 the representations and warranties of Seller (other than the representations and warranties contained in Sections 3.03, 3.05(a) (including to the extent referred to in Section 3.06(a)), the last sentence of 3.06(a), 3.06(d), the first sentence of 3.07(a), 3.08(a), 3.16(e), 3.19, 3.23, 3.24, 3.25 and 3.31) shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Seller Material Adverse Effect); (iii) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) in any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Ancillary Agreement; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes Excluded Liability (including any Pre-Closing Environmental Liability and Unknown Pre-Closing On-Site Environmental Liability, except to the extent provided in Section 8.01(c) with respect to Minor Pre-Closing On-Site Environmental Liabilities), regardless of whether there has been any disclosure to Purchaser or a breach of any related representation or warranty; (iv) fraudulent transfer laws or the failure to comply with statutory provisions relating to bulk sales and transfers; (v) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or other comparable persons retained or employed by it in connection with the transactions contemplated by this Agreement or by any Ancillary Agreement; (vi) claims by officers and directors of any member of an affiliated, consolidated, combined, the Seller Group in connection with their service as officers and directors and their resignation or unitary group of which any of removal from office in connection with the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalAcquisition; (dvii) the grant, issuance, cancelation, termination or settlement of any of the Indemnified Liabilities; and/or (e) any actual fraud stock appreciation rights, stock options, restricted stock, performance shares or units or other incentive compensation involving capital stock of Seller or any of its affiliates or the Acquired Companies prior performance or value of Seller or any of its affiliates or their capital stock granted to or as employees of any member of the Closing.Seller Group; (viii) any Cross-Border Lease or the assignment, novation, termination or continuation of any Cross-Border Lease (including in respect of any obligation, including any payment obligation (including any termination payment or indemnification payment) under, or any breach by any party of its obligations under, any Cross-Border Lease) except to the extent specifically provided otherwise in a Cross-Border Lease Assumption with respect to such Cross-Border Lease; (ix) the termination, redemption, repayment or defeasance by Seller of any tax-exempt bond financing arrangement; (x) any shutdown or discontinuance of operations by Seller involving the Brainerd Facility; (xi) any employee protective conditions, whether imposed by the STB or predicated on the Railway Labor Act or the Labor Agreements; (xii) any IRB Financing (whether due to any action or failure to act by Purchaser, Seller or any other person or otherwise); (xiii) subject to Section 8.03(b), any Violation that is Cured, or deemed to be Cured, pursuant to Section 6.05; (xiv) the absence of a documented right of access to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ assuring a perpetual right to use the access roads used on the date hereof between the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇;

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8From and after Closing, Seller shall indemnify, defend and hold harmless the Purchaser Buyer Indemnified Parties harmless from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating toresulting from: (a) any breach of or inaccuracy in any representation or warranty of representations and warranties made by Seller contained in Article III or Article IV VI of this AgreementAgreement not being true and accurate when made or at Closing (disregarding any qualifications with respect to materiality or material adverse effect); (ib) any breach of or failure by Seller to perform in all respects any covenant of its covenants, agreements, or agreement of Seller contained obligations in this Agreement or in any agreement delivered by Seller at Closing (ii) disregarding any Access Breach (as defined in the Transition Services Agreement and subject qualifications with respect to the terms and conditions set forth thereinmateriality or material adverse effect); (c) with respect to the Properties, any Environmental Obligations accruing prior to the Effective Time; provided, however, that Seller’s indemnity pursuant to this clause (c) shall not include any Losses that relate to (i) any Taxes of Environmental Defects identified by Buyer before the Notice Deadline and covered by Article V, including, without limitation, (A) Environmental Defects for which and to the extent that the Purchase Price was reduced at Closing, and (B) Environmental Defects for which Seller for any Tax periodhas completed remediation as required by Section 5.3, (ii) any Taxes the acquisition or installation by Buyer of any of compliance technology or equipment due to changes after the Acquired Companies for the Pre-Closing Tax PeriodEffective Time in Environmental Laws, or (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member environmental conditions that become Environmental Obligations solely due to changes in Environmental Laws on or prior to after the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalEffective Time; (d) any the Existing Seller Claims and the Notice of the Indemnified LiabilitiesViolation disclosed on Scheduled 6.10; and/orand (e) any actual fraud of Seller except with respect to matters specifically addressed in clauses (a) through (d) above, all Operating Costs attributable to the ownership or any operation of the Acquired Companies Assets prior to or as of the ClosingEffective Time.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitation, ARTICLE 8 and the recovery limitations set forth in Section 10.87.01(d) of the Equity Restructuring Agreement, Seller shall indemnifyindemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, defend the “Buyer Indemnitees”) against, and shall hold each of them harmless the Purchaser Indemnified Parties from and against, and shall pay and reimburse the Purchaser Indemnified Parties each of them for, any and all Losses incurred or suffered by sustained by, or imposed upon, the Purchaser Indemnified Parties Buyer Indemnitees based upon, arising out of of, with respect to or relating to:by reason of: IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (a) any inaccuracy in or breach of any of the representations or inaccuracy in any representation or warranty warranties of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of the Seller contained in this Business Transfer Agreement or in any certificate or instrument delivered by or on behalf of the Seller pursuant to this Business Transfer 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 (ii) any Access Breach (as defined except for representations and warranties that expressly relate to a specified date, the inaccuracy in the Transition Services Agreement and subject or breach of which will be determined with reference to the terms and conditions set forth thereinsuch specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Seller pursuant to this Business Transfer Agreement; or (c) (i) any Taxes Excluded Asset or any liability or obligation of Seller for any Tax period, (ii) any Taxes of any related to the operation of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (Excluded Business or any predecessor thereof) is liability or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes obligation of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, Seller other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Assumed Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closing.

Indemnification by Seller. Subject (a) From and after the Closing, subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8this Article IX, Seller shall indemnifyhereby indemnifies and holds harmless Buyer and its officers, defend directors, managers, Affiliates, shareholders, members, partners, successors and hold harmless assigns (collectively, the Purchaser “Buyer Indemnified Parties Parties”) from and against, and agrees to defend promptly the Buyer Indemnified Parties from and reimburse the Purchaser Buyer Indemnified Parties for, any and all Losses incurred or suffered by losses, liabilities, claims, damages, judgments, costs and expenses (including reasonable attorneys’ fees and expenses) and Taxes (collectively, “Losses”) that the Purchaser Buyer Indemnified Parties suffer or incur, or become subject to, as a result of, arising out of from or relating toin connection with: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach or inaccuracy of any of the representations and warranties made by the Company or failure to perform any covenant or agreement of Seller contained in this Agreement or in the certificates delivered at Closing pursuant to Sections 7.4(h) and 7.4(i); (ii) any Access Breach (as defined breach by the Company or Seller, or failure of the Company or Seller to carry out, perform, satisfy and discharge, any of its covenants or agreements under this Agreement, which in the Transition Services Agreement and subject case of the Company, are required to be performed on or prior to the terms and conditions set forth therein);Closing; and (ciii) (i) any all Taxes of the Seller for any Tax period(including, but not limited to, federal income taxes and state income taxes in states that conform to the federal classification of single member limited liability companies attributable to the ownership and operation of the assets of the Company and each Subsidiary through the Closing Date); (iix) any all Taxes of any of the Acquired Companies for the PreCompany and its Subsidiaries except those which are attributable to Post-Closing Tax PeriodPeriods; (y) all income, (iii) franchise or similar Taxes imposed on the Seller and any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any the Seller is a member on account of the Acquired Companies sale or transfer of the Equity Interests pursuant to this Agreement; and (z) any liability of the Seller, the Company or its Subsidiaries for the unpaid Taxes of any Person under Treas. Reg. § 1.1502-6 (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar provision of state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companiesnon-U.S. law), as a transferee or successor, by contract contract, or otherwise; and (iv) any payments or liabilities of Buyer or the Company arising out of Section 11.3. (b) All representations and warranties of the Company and Seller in this Agreement and in the certificates delivered at Closing pursuant to Sections 7.4(h) and 7.4(i) shall survive until the Escrow Termination Date (other than the Fundamental Representations, which Taxes relate shall survive indefinitely). All covenants and agreements of the Company and Seller in this Agreement that are required to an event or transaction occurring be performed on or prior to the Closing shall survive until the Escrow Termination Date. All covenants and agreements of the Company and Seller in this Agreement that are required to be performed after the Closing shall survive in accordance with their terms. The Buyer Indemnified Parties shall have the right to be indemnified, held harmless from, defended or reimbursed under this Article IX in respect of the representations and warranties of the Company or Seller (other than the Fundamental Representations), or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any the covenants and agreements of the Acquired Companies at Company or Seller that are required to be performed on or prior to the Closing, only if such right is asserted on or before the Escrow Termination Date. (c) The Buyer Indemnified Parties may assert a claim for indemnification against Seller for any matter not involving a third party by giving notice to Seller specifying in each casereasonable detail the basis for such claim (provided that the failure to specify such level of detail shall not relieve Seller of its indemnification obligations hereunder unless Seller is materially prejudiced thereby). (d) (i) Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 9.1(a) hereof unless and until the amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties thereunder first exceeds $2,700,000, in which event all amounts sought by the Buyer Indemnified Parties thereunder shall be subject to indemnification (excluding the first $2,700,000), and (ii) the aggregate amount for which Seller is obligated to indemnify the Buyer Indemnified Parties hereunder shall not exceed the Escrow Amount (except in the case of clause (ii) for claims for breach or inaccuracy of any of the Fundamental Representations or for intentional fraud). (e) Losses payable by Seller in respect of all indemnification claims made by any Buyer Indemnified Party under this Section 9.1 (other than claims for breach or inaccuracy of any of the Fundamental Representations or for intentional fraud) shall be satisfied exclusively out of the Escrow Amount. (f) Notwithstanding any other provision of this Agreement, none of the Buyer Indemnified Parties shall be entitled to, and the Buyer Indemnified Parties shall be deemed to have waived all claims and rights to, indemnification hereunder for any Losses to the extent that reserves or accruals are reflected on the Final Balance Sheet as current liabilities for the Losses for which indemnification is sought and such Taxes are specifically included reserves or accruals have been reflected in the calculation of the Final Net Working Capital; (d) any Capital determined pursuant to Section 2.3 of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingthis Agreement.

Indemnification by Seller. Subject Effective as of the Closing, subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8this ARTICLE XI, Seller is responsible for, shall indemnifypay on a current basis and agrees to defend, defend indemnify and hold harmless each Buyer Party and their respective Affiliates, and all of their respective equityholders, partners, members, directors, officers, managers, employees, agents and Representatives (individually, a “Buyer Indemnified Party” and collectively, the Purchaser “Buyer Indemnified Parties Parties”) from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred Losses, arising from, based upon or suffered by the Purchaser Indemnified Parties arising out of or relating related to: (a) any breach by Seller or HoldCo of or inaccuracy in any representation or warranty of made by Seller or HoldCo contained in Article ARTICLE III or Article IV of any representation or warranty made by the Company or HoldCo contained in ARTICLE IV, respectively, or in any certificate delivered by Seller, HoldCo or the Company pursuant to this Agreement; (ib) any breach by Seller of or failure to perform any covenant or agreement of Seller its covenants and agreements contained in this Agreement which require performance or (ii) any Access Breach (as defined in compliance following the Transition Services Agreement and subject to the terms and conditions set forth therein)Closing Date; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalTransaction Expenses; (d) any of the Indemnified Liabilities; and/orTaxes; (e) any actual fraud and all Liabilities of Seller HoldCo to the extent unrelated to either the Business or any the Assets used in the Business (including, for the avoidance of doubt, the matters disclosed in Item 1 and Item 2 of Section 4.22 of the Acquired Companies prior to or as Disclosure Schedules and the matter disclosed in Item 3 of Section 4.6(g) of the Disclosure Schedules), in each case whether arising before or after the Closing; (f) any and all Liabilities and/or Losses in connection with the workers compensation audit disclosed in Section 4.7 of the Disclosure Schedules to the extent attributable to pre-Effective Time periods; and (g) any and all Liabilities and/or Losses in connection with the general liability and auto policy audit disclosed in Section 4.7 of the Disclosure Schedules to the extent attributable to pre-Effective Time periods.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.811 and Article 12 relating to certain environmental indemnities, Seller shall indemnify, defend indemnify and hold Buyer, its Affiliates and their respective employees, representatives, officers, directors and agents (the "Buyer Indemnitees") harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or Damages suffered by the Purchaser Indemnified Parties any Buyer Indemnitee arising out of or relating toof: (a) any the breach of or inaccuracy in any representation or warranty of made by Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or in any other agreement or certificate delivered by Seller at the Closing; (iib) the breach of any Access Breach (as defined covenant, undertaking or agreement by Seller in this Agreement or in any other agreement executed and delivered at the Transition Services Agreement and subject to the terms and conditions set forth therein)Closing; (c) in addition to and without limiting the scope of paragraphs (ia) and (b) above: (I) any Taxes claim against Aptus or NEI for workman's ▇▇▇▇▇▇▇ation pending as of Seller the Closing or any such claim made after the Closing based upon or alleging an incident occurring entirely prior to Closing, including any unsatisfied judgments or other final awards or settlements reached, whether or not scheduled in this Agreement, except to the extent properly reserved for any Tax period, on the December 1994 Balance Sheet; (iiII) any Taxes of any litigation instituted or threatened against Aptus or NEI as of the Acquired Companies Closing, including any unsatisfied judgments or other final awards or settlements reached, whether or not scheduled in this Agreement, except to the extent properly reserved for on the Pre-Closing Tax Period, December 1994 Balance Sheet; (iiiIII) any Taxes of any member of litigation instituted or threatened against Aptus or NEI after the Closing based upon or alleging an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or incident occurring entirely prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, Closing; (ivIV) any Taxes of any Person imposed on litigation instituted or payable threatened against Aptus or NEI, other than litigation addressed by any of the Acquired Companiesitems (II) and (III) above, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior but only to the Closing Date, extent attributable to the business of Aptus or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or NEI prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (dV) any liability of any kind whatsoever (i) arising from any incident or occurrence prior to July 1985 and relating in any way to the Indemnified Liabilities; and/orbusiness operations of NEI, any predecessor of NEI, any Person merged into NEI or Aptus, or any Person whose liabilities were assumed by NEI or Aptus as a result of an acquisition, divestiture or reorganizations whether by operation of law or otherwise, or (ii) relating in any way to the business operations of National Oil Processing, Inc., Coffeyville Truck Center, Inc., National Investment Company, or any Person required to be identified on Schedule 3.1.3 but omitted therefrom. This section is intended to extend to any claims made against Aptus with regard to the one (1) acre parcel of property owned by Hawks and Meehan and located at the Coffeyville Facility. (eVI) any actual fraud of Seller or any of Undisclosed Liabilities. The foregoing items (a), (b) and (c) being collectively referred to as the Acquired Companies prior to or as of the Closing"Retained Liabilities."

Indemnification by Seller. Subject Seller agrees to indemnify each of the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Products Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties foragrees to hold each of them harmless from, any and all Losses incurred or suffered by the Purchaser Indemnified Parties it relating to, arising out of, or in connection with, any of or relating tothe following: (a) any fraud or willful breach of or inaccuracy in any representation or warranty on the part of Seller contained in Article III or Article IV the Company with respect to any provision of this AgreementAgreement or any Related Agreement or any other document delivered at the Closing; (ib) any knowing or willful breach of of, or failure to perform by Seller or McC▇▇▇▇▇ ▇▇ perform, any covenant or agreement obligation of Seller contained or McC▇▇▇▇▇ (▇) set out or contemplated in this Agreement or (ii) any Access Breach (as defined in document delivered at the Transition Services Agreement and subject Closing to the terms and conditions set forth therein)extent it is to be performed following the Closing, or (y) described in Section 6.1, 6.5, 6.6, 6.8, 6.9, 6.10, 6.13 or 6.14; (c) alleged defects in design, manufacture, materials or workmanship, or any alleged breach of express or implied specifications, warranties or representations (iother than the "in the field" defects or breaches covered by the Transition Services Agreement) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, Product (iii"PRODUCT WARRANTY CLAIMS") any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or sold prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) alleged injury to individuals or alleged damage to property resulting from any of Product ("PRODUCT DAMAGE CLAIMS") sold prior to the Indemnified LiabilitiesClosing; and/orand (e) any actual fraud all liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due ("LIABILITIES"), of Seller or any Seller, except for (i) trade accounts payable, and other accounts payable, incurred in the ordinary course of the Acquired Companies Automotive Business and consistent with past practice, (ii) Liabilities to Continuing Employees, (iii) Liabilities under leases for leased assets of the Company at Closing , (iv) other Contracts (including the membership of the Detroit golf club) of the Company listed in the Company Disclosure Schedule as being Contracts of the Company at Closing, (v) the Debt Repayment Amount; and (vi) Product Warranty Claims and Product Damage Claims for any Product sold prior to or as of the Closing.

Indemnification by Seller. Subject Seller agrees to the other provisions of this Article Xindemnify and hold Buyer, includingParent, without limitationtheir successors and assigns, and their respective officers, directors, employees, affiliates, stockholders, members, mangers and agents (collectively, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold "Buyer Indemnified Parties") harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and against all Losses incurred incurred, accrued or suffered sustained by the Purchaser Buyer Indemnified Parties arising out Parties, or any of or relating to: them, as a result of (aA) any breach breach, violation or failure of or inaccuracy in any a covenant, representation or warranty of Seller contained in Article III or Article IV of this Agreement; , the Lease Agreements, the Real Property Agreements, or in any certificate, instrument, or other document delivered pursuant to this Agreement, (iB) any breach of or failure by Seller to perform or comply with any covenant or agreement of Seller applicable to it contained in this Agreement or any failure to comply with applicable securities laws; (C) Seller's failure to deliver to Buyer any of the Acquired Assets and the Leased Areas; and (D) any and all liability of Seller or any Predecessor in Interest associated with: (i) Pre-Existing Environmental Conditions, including, but not limited to, property damage, personal injuries, default or breach of consent orders, consent decrees, and related non-compliance to governmental authorities, and third parties, subject to offset against insurance proceeds, if any, received by Buyer in connection with such Pre-Existing Environmental Conditions; (ii) any Access Breach claims in connection with events, actions or liabilities arising prior to the Bankruptcy Court Order and not discharged in connection with the Bankruptcy Case; and (as defined in the Transition Services Agreement and iii) Seller's obligations under Section 5.16 herein, subject to the terms terms, conditions and conditions limitations set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingEscrow Agreement.

Indemnification by Seller. Subject (a) Seller agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses incurred by such Buyer Group Member in connection with or arising from: (i) any breach by Seller of any of its covenants in this Agreement or in any Seller Ancillary Agreement; (ii) any failure of Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement; (iii) any breach of any warranty or the inaccuracy of any representation of Seller or Company contained or referred to in this Agreement (other than those representations contained in Section 4.6 of this Agreement) or any certificate delivered by or on behalf of Seller pursuant hereto; and (iv) any failure of Seller or the Company to obtain prior to the Closing any consent set forth in Schedule 4.1. (b) Notwithstanding any other term or provision of this Agreement to the contrary, including, but not limited to, the indemnification provisions of Section 10.1(a), or any qualification to or disclosure made pursuant to any covenant, representation or warranty contained herein, Seller agrees to indemnify and hold harmless at all times each Buyer Group Member from and against any and all Losses, other than those liabilities arising or accruing subsequent to the Closing pursuant to those agreements set forth in Schedule 4.15(A), Schedule 4.15(B), Schedule 4.15(C) and Schedule 4.15(I), other than as excluded by Schedule 8.1(J), (collectively, the "Assumed Obligations"), arising in any manner whatsoever with respect to or in connection with the ownership or operation of the Company, its assets or its business, prior to the Closing, or otherwise incurred or accrued by the Company prior to the Closing. Without limiting the generality of the foregoing, Losses subject to indemnification pursuant to this Article XSection 10.1(b) shall specifically and additionally, as the case may be, include: (i) The extent to which Medical Expenses payable from the Claims Reserve exceed the amount of the Claims Reserve; (ii) Medical Expenses which (1) are not timely paid consistent with the claims payment practices of the Company prior to the Closing, regardless of whether the Medical Expenses are payable from the Claims Reserve or by HCUSA and (2) are subsequently paid by the Buyer or the Company, as the case may be, pursuant to Section 7.11; (iii) returns of, or adjustments to, premiums received with respect to Members for periods prior to the Closing; (iv) Losses resulting from the wrongful acts or omissions of Seller, the Company, their affiliates, or the employees, agents or contractors of any Seller Group Member prior to the Closing; (v) Losses, resulting from any agreement, obligation, promise or commitment that exists as of the Closing, oral or written, express or implied, binding the Company or its assets prior to or following the Closing, except for the Assumed Obligations, including, but not limited to, liabilities, obligations and regulatory sanctions resulting from agreements with or commitments to brokers, agents, administrators, or intermediaries for Groups arising from any failure to comply with Requirements of Law; (vi) Losses arising from any and all Taxes, including, without limitation, the recovery effect of any and all Tax Sharing Arrangements or any other agreement with respect to Taxes that are the responsibility of Seller as more particularly provided in Section 9.1(a); (vii) any and all amounts due Providers or Groups for periods prior to the Closing pursuant to the terms of Variable Rate Agreements regardless of whether such amount is payable prior to or subsequent to the Closing; provided, however, that the amount due for periods prior to the Closing shall be determined at the conclusion of the term of the Variable Rate Agreement, or at such other time for such determination where specified therein, pro-rata in proportion to the percentage of total months subject to the Variable Rate Agreement that is constituted by the number of months preceding the Closing, (including the month during which the Closing occurs); (viii) any and all claims by a Buyer Group Member for indemnification pursuant to the Transition Service Agreements or the Assumption Agreement, as the case may be; (ix) Losses resulting from any breach or default by Principal Life Insurance Company of the Principal Agreement or of Section 7.1(d) of this Agreement (subject to Section 7.1(f)); and further provided, that as to any violation of Section 7.1(d), Losses shall be calculated on the basis of the product of (x) $688 per Member multiplied by (y) the number of Members lost as a result of Active Targeting by Principal Life Insurance Company or any of its Affiliates; and (x) Losses incurred or accrued by the Company following the Closing with respect to any Provider Service Agreements that were not included in Schedule 4.15(c) until the first date subsequent to the Closing that each such Provider Service Agreement may be terminated pursuant to its terms. (c) The indemnification provided for in Section 10.1(a) shall expire one month after the issuance of BCBSF's audited financial statements for the fiscal year ended December 31, 1999, provided, however, that such date shall be no later than June 15, 2000 (and no claim shall be made by any Buyer Group Member thereafter under Section 10.1(a)). The indemnification provided for in Section 10.1(b) shall terminate upon the expiration of the relevant statute of limitations applicable to the Losses and any extension thereof (and no claims shall be made by any Buyer Group Member under Section 10.1(b) thereafter). Notwithstanding the two sentences immediately precedent, the indemnification provided for in Section 10.1(a) by Seller shall continue as to: (i) the representations and warranties set forth in Sections 4.1, 4.2, 4.3 and 4.17 and the covenants and agreements of Seller set forth in Sections 7.2, 7.6, 7.9, 12.2, 12.8 and 12.9 and Article IX, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 10.84.6, Seller as to which the indemnification provided for shall indemnify, defend and hold harmless terminate upon the Purchaser Indemnified Parties from and against, and reimburse expiration of the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out relevant statute of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject limitations applicable to the terms Losses and conditions set forth thereinany extension thereof (and no claims shall be made by any Buyer Group Member under Article IX thereafter);; and (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) the covenant set forth in Section 7.1, as to which the indemnification provided for in this Section 10.1 shall terminate one year after the expiration of the noncompetition period provided for therein; furthermore, the indemnification provided for in Sections 10.1(a) and 10.1(b) by Seller shall continue as to any Taxes of any member of an affiliated, consolidated, combined, or unitary group Loss of which any Buyer Group Member has notified Seller in accordance with the requirements of the Acquired Companies (or any predecessor thereof) is or was a member Section 10.3 on or prior to the Closing Datedate such indemnification would otherwise terminate in accordance with this Section 10.1, including as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar statethis Article X, local, or foreign Law, (iv) any Taxes and Seller shall have reimbursed all Buyer Group Members for the full amount of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, such Loss in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closing.accordance with this Article X.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitationVII, the recovery limitations set forth in Section 10.8Seller Parties shall, Seller jointly and severally, indemnify and defend Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall indemnify, defend and hold each of them harmless the Purchaser Indemnified Parties from and against, and shall pay and reimburse the Purchaser Indemnified Parties each of them for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of of, with respect to or relating toby reason of: (a) a. any inaccuracy in or breach of any of the representations or inaccuracy in warranties of any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller Party contained in this Agreement or (ii) in any Access Breach (as defined in Transaction Document; b. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Transition Services Agreement and subject Seller Parties pursuant to this Agreement; c. the ownership, operation or conduct of the Business prior to the terms and conditions set forth therein)Effective Time; (c) (i) any Taxes of d. the Services provided by Seller for any Tax period, (ii) any Taxes of any of to the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Current Customers prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes ; e. the Assumed Contracts and the obligations of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or Seller thereunder prior to the Closing Date; f. any and all obligations of every kind and description, contingent or (v) otherwise arising from or related to the Business, the Excluded Assets, any payments under any Tax allocationExcluded Liabilities or Taxes, sharing, or similar agreement entered into or binding on any including a breach of the Acquired Companies at representations and warranties made in Section 3.13; g. the collection, deposit or prior remittance of payroll funds on behalf of the Current Customers and the maintenance and operation of Custodial Accounts, including a breach of the representations and warranties made in Section 3.19; h. the failure to comply with any Data Privacy Laws or Anti-Money Laundering Laws in the Closingperformance of the Services, including a breach of the representations and warranties made in Section 3.21; or i. the Transition Services, (X) but only as to Losses resulting or arising from (i) Seller’s intentional acts or omissions or gross negligence in the performance of the Transition Services; and (ii) negligence, mistake or other error on the part of Seller occurring in the ordinary course of the performance of the Transition Services that, in each casethe aggregate, other than to the extent such Taxes are exceed $25,000; and (Y) specifically included in the calculation of the Final Net Working Capital; (d) excluding any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller Losses resulting or any of the Acquired Companies prior to or as of the Closingarising from a Third Party Act.

Indemnification by Seller. Subject Seller agrees to indemnify and hold Purchaser and Purchaser’s shareholders, directors, officers, Affiliates, employees and agents (the other provisions of this Article X“Purchaser Parties”) harmless from any and all damages, includinglosses, shortages, liabilities, payments, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including without limitation, reasonable attorneys’ fees) of any kind or nature whatsoever (collectively the recovery limitations set forth in Section 10.8“Damages”), Seller shall indemnifydirectly or indirectly resulting from, defend and hold harmless the Purchaser Indemnified Parties from and againstrelating to, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: of: (ai) any breach of or inaccuracy in any representation or warranty of Seller and the Company contained in Article III or Article IV of this Agreement; Section 3.1 hereof; (iii) any breach of the Company’s Liabilities other than the Permitted Liabilities, subject to Section 2.4(b); (iii) the non-performance, partial or failure to perform total, of any covenant or agreement of Seller or the Company contained in this Agreement Agreement, any Operative Document or any instrument or agreement delivered pursuant to this Agreement; (iiiv) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any Company’s operation of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Business prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or ; (v) the Company not maintaining any analogous or similar state, local, or foreign Law, insurance policies; and/or (ivvi) any Taxes of any Person imposed on or payable by any of the Acquired CompaniesCompany’s Liabilities to its employees, as a transferee agents or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or independent contractors (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically those Liabilities included in the calculation of the Final Net Working Capital; Capital for purposes of Section 2.4(b) above) which would otherwise have been satisfied and released pursuant to the release instruments described in Section 4.2(i) and Section 4.2(j) hereof (dthe “Release Documents”) any in the event that one or more of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior Release Documents is/are not executed and delivered to or as of Purchaser in connection with the Closing., and including, without limitation, the Company’s Liabilities regarding salaries, bonuses, accrued vacation, change in control payments, residual commissions, and assignment of rights in Company Intellectual Property. 5.2

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.89(c), Seller shall indemnify, defend defend, and hold Buyer, Teltronics and their respective officers, directors, employees, and shareholders and their respective successors and assigns (collectively, "Buyer's Indemnified Persons") harmless the Purchaser Indemnified Parties from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, settlements, penalties, and forfeitures, and reasonable costs and expenses (including court costs, and any other litigation related expenses incident thereto) (collectively, the "Indemnity Losses" and individually, "Indemnity Loss") asserted against, and reimburse the Purchaser suffered, or incurred by any of Buyer's Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties Persons arising out of or relating in any way related to: (ai) any Any misrepresentation in or breach of the representations and warranties of Seller or inaccuracy the failure of Seller to perform any of its covenants or obligations contained in this Agreement, the Transactional Documents, or in any representation exhibit, schedule, certificate or warranty of other instrument or document furnished to or to be furnished by Seller contained pursuant to this Agreement or in Article III or Article IV of connection with the transactions contemplated by this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject Except with respect to the terms and conditions set forth therein)Assumed Liabilities assumed by Buyer under this Agreement, the operation of Seller's business or the use of the Purchased Assets prior to the date hereof; (ciii) (i) any Taxes Any actions, claims, suits, or proceedings asserted by third parties alleging personal injury or property damage due to, arising out of, or by reason of Seller for any Tax periodthe design, (ii) any Taxes manufacture or use of any products of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member Seller's business manufactured on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, date hereof; (iv) any Taxes Any worker's compensation claims of any Person imposed on employee or payable by any former employee of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate Seller relating to an event or transaction events occurring on or prior to the Closing Date, or date hereof; (v) any payments under any Tax allocationAny and all claims for compensation and other employee benefits (including, sharingbut not limited to, severance pay, outplacement benefits, disability benefits, health, retiree medical, worker's compensation, tuition assistance, death benefits, and pension and profit sharing plans and claims relating to employment or similar agreement entered into or binding termination of employment) accruing on any of the Acquired Companies at or prior to the Closingdate hereof, in each case, other than or on or after the date hereof with respect to the extent payment of severance benefits and other welfare benefit payments, if any, with respect to (i) employees in the Seller's business who are laid off on or prior to the date hereof and (ii) employees in the Seller's business who, on the date hereof, are on medical leave or disability, and related costs and liabilities, regardless of whether such Taxes claims and related cots and liabilities are specifically made or incurred before, on or after the date hereof; (vi) All claims, investigations, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees and expenses, incident to the foregoing; or (vii) Any liabilities, obligations or expenses of Seller not included in the calculation Assumed Liabilities assumed by Buyer pursuant to the provisions of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingAgreement.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Sections 10.3 and 10.5 hereof and Section 10.89 hereof, Seller shall indemnify, defend will indemnify and hold harmless each Buyer Party (whether or not such Buyer Party owns any common stock of the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, Company) in respect of any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of Liabilities and/or Damages resulting from or relating toto each of the following: (a) any breach by Seller of any representation, warranty, or inaccuracy agreement made by Seller in this Agreement or in any representation or warranty of certificate delivered by Seller contained in Article III or Article IV of connection with this Agreement; (ib) any breach Liability relating to any Employee Benefit Plan or Pension Plan or ERISA-related matters or severance of or failure to perform any covenant or agreement employees of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to Company before the terms and conditions set forth therein)Closing; (c) the employment (iincluding the initial hiring and all terms, conditions, and events relating to the ongoing employment) any Taxes or termination of employment (including constructive termination) by Seller for any Tax period, (ii) any Taxes or the Company of any individual (including without limitation any current or former employee of the Acquired Companies for the Pre-Closing Tax Period, (iiiCompany) attributable to any Taxes of any member of an affiliated, consolidated, combined, action or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction inaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to before the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any claim by any current or former employee of the Indemnified Liabilities; and/orCompany for any type of benefits under any Law, including without limitation, workers' compensation, unemployment, temporary disability, social security, that is based on employment by the Company before the Closing; (e) any actual fraud claim with respect to the Navy Contracts prior to or after the Closing, including without limitation, any disputes arising out of the Navy Contracts, the assignment of the Navy Contracts from the Company to Seller, the transfer of certain employees of the Company to Seller in connection with the Navy Contracts, the use by Seller of "GSS Government Services" or a similar name in connection with the Navy Contracts and the business related to the Navy Contracts and/or the novation agreement or performance bond required pursuant to Section 5.2.1; (f) any Liability of the Company incurred prior to the Closing which was not disclosed to Buyer pursuant to Section 3 hereof if such disclosure was required to be disclosed pursuant thereto; (g) any Liability of the Company for Taxes (including without limitation those under Section 3.12 hereof) related to the period before or by reason of the Closing; and (h) any Liability of the Company for Environmental Claims related to the period, or arising out of events or activities occurring, before the Closing; and (i) any Liability arising out of or related to any of the Acquired Companies prior to or as of the Closingmatters identified in Section 10.4 not otherwise set forth above.

Indemnification by Seller. Subject Seller agrees to indemnify, defend and hold ------------------------- harmless Buyer and its Affiliates and their respective directors, officers, partners, employees, agents and representatives from and against: (a) Any and all losses, liabilities or damages resulting from any untrue representation or breach of any warranty by Seller contained herein or in any certificate, document or instrument delivered to Buyer hereunder; (b) Any and all losses, liabilities or damages resulting from the nonfulfillment of any covenant or other agreement of the Seller contained herein or in any certificate, document or instrument delivered to Buyer hereunder; (c) Any and all losses, liabilities or damages resulting from Seller's ownership of the Assets (including Additional Assets) or operation or control of the Business prior to the other provisions of this Article XClosing Date or any Subsequent Closing Date, as applicable, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred liabilities arising under the Licenses, the Assumed Contracts or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject Site Leases to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes extent they relate to an event or transaction events occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies with respect to Additional Assets being transferred at or prior to the a Subsequent Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalSubsequent Closing Date; (d) any of the Indemnified Any Excluded Liabilities; and/or; (e) any actual fraud of Seller Any failure to comply with the Bulk Sales Law; and (f) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs or expenses, including reasonable legal fees and expenses, incident to any of the Acquired Companies prior to foregoing or as of the Closingin enforcing this indemnity.

Indemnification by Seller. Subject to the other provisions of this Article X11, Purchaser -------------------------- and its officers, directors, employees, shareholders, representatives and agents (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless by Seller at all times after the Effective Date, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the reasonable fees and expenses of counsel) (collectively, "Losses") resulting from, or in respect of, any of the following: (a) Any misrepresentation, breach of warranty, or non-fulfillment of any obligation on the part of Seller or the Company under this Agreement, any document relating thereto or contained in any schedule or exhibit to this Agreement or from any misrepresentation in or omission from any certificate, schedule, other agreement or instrument by Seller or the Company hereunder; (b) Any and all liabilities of the Company of any nature whether accrued, absolute, contingent or otherwise, and whether known or unknown, existing at the Effective Date to the extent not reflected and reserved against in the Post Closing Audit or not otherwise adequately disclosed in this Agreement or the schedules or exhibits thereto, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any All Tax period, (ii) any Taxes of any liabilities of the Acquired Companies Company, including federal, state and local Tax liability, together with any interest or penalties thereon or related thereto for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member all periods ending on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) Effective Date but excluding any Taxes to the extent there is an accrual or reserve on the Post Closing Audit and any Tax liability of Seller arising in connection with the transactions contemplated hereby. Any Taxes, penalties or interest attributable to the operations of the Company payable as a result of an audit of any Person imposed on or payable by Tax Return for any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring period ending on or prior to the Closing DateEffective Date shall be deemed to have accrued in the period to which such Taxes, penalties or interest are attributable; and (vii) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on All environmental liability relating to any of the Acquired Companies at Company's properties, including federal, state and local environmental liability, together with any interest or prior penalties thereon or related thereto, through the Effective Date, but excluding any amount for which there is an accrual or reserve on the Post Closing Audit. (c) All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with any Claim incident to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation any of the Final Net Working Capital;foregoing. (d) any All Losses in excess of one million dollars ($1,000,000) arising from the litigation described in Schedule 11.2(d), so long as Purchaser has acted in good faith and has not interfered with Seller's ability to settle such litigation and that Seller shall have maintained control of the Indemnified Liabilities; and/or (e) litigation and the conduct of any actual fraud of Seller or any of the Acquired Companies prior settlement discussions relating to or as of the Closingsuch litigation.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless Purchaser and Purchaser’s heirs, assigns, managers, managing board members, members, officers, directors, employees, agents, consultants, representatives and any of Purchaser’s Affiliates (hereinafter collectively referred to as the “Purchaser Indemnified Parties from and Parties”) from, against, for and reimburse the Purchaser Indemnified Parties for, in respect of any and all Losses damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common, or otherwise), losses, obligations, liabilities, claims, actions or causes of action, costs, expenses and encumbrances (including amounts paid in settlement, costs of investigation, court costs and reasonable attorneys’ fees, reasonable expert witness fees and expenses (collectively, “Losses”) suffered, sustained, incurred or suffered required to be paid by the a Purchaser Indemnified Parties Party arising out of, related to or resulting from any of or relating tothe following: (a) any breach of or inaccuracy in of any representation or warranty of Seller contained in Article III this Agreement or Article IV the Seller’s Ancillary Documents (without giving effect to any materiality, material adverse effect or similar qualifiers contained therein for purposes of indemnification under this AgreementSection 6.1(a)); (ib) any breach of any agreement, undertaking or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Seller’s Ancillary Documents; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;Excluded Liabilities; and (d) any failure of any Party hereto to comply with the requirements of any applicable bulk sales, bulk transfer or similar law or statute. The Losses of the Purchaser Indemnified Liabilities; and/or Parties described in this Section 6.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses,” and shall include interest thereon at the prime rate of interest published in The Wall Street Journal on the Closing Date (e) the “Prime Rate”), plus 300 basis points per annum, from the date that is fifteen calendar days after any actual fraud of Seller or obligation to make any of the Acquired Companies prior to or as of the Closingparticular payment under this Section 6.1 is not in dispute until paid in full.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in this Section 10.89.1, and except with regard to matters relating to Taxes, which shall be governed exclusively by Section 5.3, Seller shall agrees to indemnify, defend and hold Buyer and its Affiliates and their respective officers, directors, partners, members, stockholders, employees, agents, representatives, successors and permitted assigns (collectively, the "Buyer Indemnitees"), harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, in respect of any and all Losses incurred that they may incur or suffered by that may be imposed on any of them through and after the Purchaser Indemnified Parties date of the Claim for Indemnification (including any Losses any of them may incur or that may be imposed on any of them after the end of any applicable survival period in respect of such Claim for Indemnification) arising out of or relating related to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any inaccuracy of any representation or the breach of or failure to perform any covenant or agreement warranty of Seller contained in this Agreement or in any document, certificate or instrument delivered by Seller in connection with this Agreement (or in the event any Third Party alleges facts that, if true, would mean Seller has breached), without regard to materiality qualifiers (including Companies Material Adverse Effect and dollar thresholds) contained therein; (ii) any Access Breach (as defined breach or default in the Transition Services performance of any covenant, undertaking or other agreement or obligation of Seller contained in this Agreement and subject to the terms and conditions set forth therein)or any agreement or instrument executed in connection herewith or delivered pursuant hereto; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes Liability, cost or expense arising out of or related to any Debt of any member of an affiliated, consolidated, combined, or unitary group of which any Company outstanding as of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, Closing; (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or RAG Colorado Entity Liability; (v) any payments under Liability in respect of any Tax allocation, sharing, claim by any third party arising out of or similar agreement entered into or binding on any of the Acquired Companies at or prior related to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalCumberland Mine Issue; (dvi) any of the Indemnified LiabilitiesAdditional General Foods Lease Liability; and/orand (evii) the successful enforcement by any actual fraud Buyer Indemnitee of Seller or any of the Acquired Companies prior to or as of the Closingits rights under this Section 9.1(a).

Indemnification by Seller. Subject to the other provisions of this Article XSection 7.3 and Section 7.4, including, without limitation, the recovery limitations set forth in Section 10.8from and after Closing, Seller shall indemnify, defend indemnify and hold harmless Purchaser and its directors, employees, officers, Representatives and Affiliates (including the Genesis Companies) and their respective successors and permitted assigns (collectively, the “Purchaser Indemnified Parties from Parties”) from, against and against, and reimburse the Purchaser Indemnified Parties for, in respect of any and all Losses incurred or suffered by the which Purchaser Indemnified Parties suffers arising out of or relating toincurred as a result of any of the following: (a) the breach of, or any breach of or inaccuracy in in, any representation or warranty, as of the date hereof or as of the Closing Date, other than the representations and warranties set forth in Section 3.10 of this Agreement (collectively, the “Tax Representations”) (or, with respect to any representation and warranty made as of an earlier date, as of such earlier date), of Seller contained herein (or in Article III or Article IV of any certificate provided by Seller pursuant to this Agreement); (ib) the breach or violation of any breach of or failure to perform any covenant covenant, obligation or agreement of Seller contained or the Company in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject and, with respect to the terms and conditions set forth thereinCompany, required to be performed prior to Closing), other than any covenant, obligation or agreement of the Seller in this Agreement relating to Taxes (collectively, the “Tax Covenants”); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member Transaction Expenses not discharged on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/orERISA Affiliate Liability; (e) failure to properly treat the employees of the Genesis Companies as employees of a single employer (with Seller and its other ERISA Affiliates) when applicable for purposes of Section 414 of the Code (including for purposes of nondiscrimination testing under the Company 401(k) Plans); (f) the Loan Repayments and Contributions or the Redemption; or (g) (i) any actual fraud Liabilities of Seller Enterprises and (ii) any Liabilities of Americas or Holdings, which were incurred by Americas or Holdings prior to the Closing or which relate to any transactions, actions or inactions of, or any of the Acquired Companies events, facts or circumstances relating to, Americas or Holdings, which, in each case, occurred or arose prior to or as of the Closing.

Indemnification by Seller. Subject Seller agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold Buyer and its officers, directors, employees, controlling Persons and affiliated companies harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred Damages which may be sustained by Buyer and its officers, directors, employees, controlling Persons, and affiliated companies by reason of Seller's breach of any representation, warranty or suffered covenant to Buyer under this Agreement, including but not limited to, any Purchased Account not set forth on Schedule 1.15 and accrued interest thereon. Seller further agrees to indemnify and hold Buyer and its officers, directors, employees, controlling Persons and affiliated companies harmless from and against any and all Damages which may be sustained by Buyer and its officers, directors, employees, controlling Persons and affiliated companies by reason of Seller's actions with respect to the conduct of the Branch, the Purchased Accounts, the Assets or Liabilities transferred hereunder, including but not limited to any claims brought by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any owners of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior Accounts subsequent to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable and which have not been caused by any misrepresentation or breach of warranty by Buyer. Seller's covenants shall not be deemed to be violated by discharge of obligations in accordance with normal trade practices or by forebearing to discharge any such obligation which Seller is disputing in good faith and for which Seller has provided adequate reserves, provided Seller indemnifies and holds Buyer and its officers, directors, employees and controlling Persons harmless in connection with the Acquired Companies, same as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingset forth above.

Indemnification by Seller. Subject to the other provisions limitations of this Article XSection 8.7, including, without limitation, the recovery limitations set forth in Section 10.8, after Closing Seller agrees to and shall indemnifypay, defend and hold harmless promptly indemnify ▇▇▇▇▇▇▇ and Mnemonic and the Purchaser Indemnified Parties from officers, directors and employees of the foregoing (except Seller) against, and reimburse the Purchaser Indemnified Parties forsave and hold ▇▇▇▇▇▇▇ and Mnemonic (and their respective officers, directors and employees, except Seller) harmless from any and all Losses incurred or suffered by the Purchaser Indemnified Parties Damages resulting from, arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; connected with (i) any material breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes inaccuracy of any of the Acquired Companies for representations and warranties made by Seller in or pursuant to this Agreement, the Pre-Closing Tax Period, certificates and documents executed by Seller in connection herewith; (ii) the nonfulfillment of any agreement or covenant made by Seller in or pursuant to this Agreement or any other agreement to which he is a party; (iii) any Taxes liabilities not disclosed on the Closing Balance Sheet arising with respect to events or omissions on or prior to the Closing Date even though such liabilities were known, contingent or unknown; (iv) all Damages suffered by ▇▇▇▇▇▇▇ or Mnemonic in attempting to collect excess liabilities from the Seller; (v) with respect to all contracts of Mnemonic, whether or not disclosed on the Schedules attached hereto, any member of an affiliated, consolidated, combined, Damages arising thereunder due to events or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member omissions on or prior to the Closing Date; (vi) all Damages arising in any way from any product or service of Mnemonic prior to the Closing Date; (vii) all Damages arising out of claims that those products or services of Mnemonic sold, including pursuant used, licensed or leased prior to Treasury Regulation Section 1.1502-6 the date of Closing infringe upon the Intellectual Property Rights of others; (viii) all Damages with respect to acts or any analogous omissions which occurred with respect to Mnemonic or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring Seller on or prior to the Closing Date; and (ix) all Damages resulting from the litigation described in Schedule 2.24, Litigation and Compliance and the EEOC Claim described in Schedule 2.16(f), Threatened or (v) any payments under any Tax allocationPending Discrimination Litigation hereto, sharingincluding, but not limited to, all Damages arising out of or similar agreement entered into or binding on any of connected with the Acquired Companies at or prior to ▇▇▇▇ ▇▇▇▇▇ Litigation and the ClosingEEOC Claim, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingincluding attorneys' fees and costs related thereto.

Indemnification by Seller. Subject The Seller hereby agrees to defend, hold harmless and indemnify the Purchaser and its Affiliates and their respective employees, officers, directors, stockholders, partners and representatives from and against any losses, assessments, Liabilities, claims, damages, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements) which arise out of or relate to: (1) any misrepresentation in, breach of or failure to comply with, any of the representations, warranties, covenants or agreements of the Seller or its Affiliates contained in this Agreement, including without limitation in the Disclosure Schedule, or in any other provisions Closing Document or in any certificate or other instrument or document furnished or to be furnished by the Seller pursuant to this Agreement; (2) any Liabilities of this Article Xthe Company or its Affiliates other than the Approved Liabilities, including without limitation any Employee Obligations and any other Liabilities of the Company or its Affiliates relating to (i) outstanding amounts owed to any employees, including, without limitation, any wages, allowances or subsidies; (ii) outstanding amounts owed to the recovery limitations set forth local fund centers for social security; (iii) withholding or payment obligations with respect to individual income tax on behalf of employees in Section 10.8accordance with PRC Laws; and (iv) payments of any medical compensation (if applicable); or (3) without limiting the generality of the preceding clauses (1) and (2), Seller shall indemnify(a) the operation of the Business prior to the Closing, defend whether by the Company or the Predecessor Company or otherwise; and hold harmless (b) any Taxes attributable to the Purchaser Indemnified Parties from and againstBusiness for all periods prior to Closing, and reimburse all other Taxes of the Purchaser Indemnified Parties forSeller or its Affiliates; in each case under the foregoing sub-clauses (a) and (b), any inclusive, regardless of whether such losses, assessments, Liabilities, claims, damages, costs and expenses, or the facts or circumstances relating thereto, were disclosed hereunder or in the Disclosure Schedule or otherwise, but excluding, for purposes of sub-clause (a) of this clause (4), the Approved Liabilities; and all Losses incurred or suffered by the Purchaser Indemnified Parties such losses, assessments, Liabilities, claims, damages, costs and expenses so arising out of or relating to: to any of the foregoing clauses (a1), (2) and (3), inclusive, of this Section 11.14(A), or the matters described therein, are referred to hereinafter as the “Purchaser’s Losses;” provided, however, that the Seller shall not have any obligation so to indemnify the Purchaser on account of any breach of or inaccuracy in any representation or warranty pursuant to Section 11.14(A)(1) unless and until the Purchaser’s Losses paid, incurred, suffered or accrued by the Purchaser on account of Seller contained in Article III or Article IV all such breaches of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined representations and warranties exceed $50,000 in the Transition Services Agreement aggregate, in which event the Purchaser will be entitled to such indemnification including such original $50,000; provided further, however, that the foregoing proviso shall not apply to Seller’s representations and subject warranties in Sections 5.1(A), 5.1(F)(ii) (with respect to the terms and conditions set forth therein▇▇▇▇▇.▇▇▇ domain name only) or 5.1(K); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingrespectively.

Indemnification by Seller. Subject After the Closing, Seller and Stockholders agree, subject to the other provisions terms, conditions and limitations of this Article XAgreement, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless to indemnify the Purchaser Indemnified Parties from and Indemnitees against, and reimburse to hold the Purchaser Indemnified Parties forIndemnitees harmless from, any all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and all Losses incurred or suffered by expenses (collectively, the Purchaser Indemnified Parties "Damages") arising out of of, resulting from, caused by or relating attributable to: (ai) any breach the failure of or inaccuracy in any representation or warranty of Seller or Stockholder, as applicable, contained in Article III this Agreement (including any Schedule or Article IV Exhibit hereto), to be true and correct as of this Agreementthe Effective Date or the failure of any representation or warranty contained in the Ancillary Agreements or the Secretary's Certificate of Seller to be delivered pursuant to Section 9.1(d) hereof, to be true and correct as of the Closing Date; (iii) any the breach or violation by Seller or Stockholder of or failure to perform any covenant or agreement of Seller or Stockholder, as applicable, contained in this Agreement (including any Schedule or Exhibit hereto) or the Ancillary Agreements (ii) any Access Breach (as defined in other than the Transition Services Agreement and subject to the terms and conditions set forth thereinEmployment Agreements); (ciii) (i) any Taxes of Seller except for any Tax periodthe Assumed Liabilities, (ii) any Taxes of any the operation or use of the Acquired Companies for Purchased Assets or the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any operation of the Acquired Companies (business transferred hereby at any time or any predecessor thereof) is or was a member times on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, ; (iv) any liabilities and costs associated with the failure by Seller to comply with any applicable bulk sales laws, including, but not limited to Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or associated therewith; or (v) any payments under any Tax allocation, sharing, liability for Taxes arising from or similar agreement entered into or binding on any of the Acquired Companies at or prior relating to the Closing, in each case, other than Purchased Assets and related business for the Pre-Closing Period (except for the Transaction Taxes pursuant to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingSection 8.1 hereof).

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8VII, Seller shall indemnifyindemnify Buyer and the Target Group against, defend and shall hold Buyer and the Target Group harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by sustained by, or imposed upon (without duplication), Buyer and/or the Purchaser Indemnified Parties Target Group based upon, arising out of of, with respect to or relating toby reason of: (a) any inaccuracy in or breach of any of the representations or inaccuracy in any representation or warranty warranties of Seller contained in Article III of this Agreement; (b) any breach or Article IV non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any all Taxes of Seller any Target for any all Pre-Closing Tax periodPeriods, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any all Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which any of the Acquired Companies (or any predecessor thereof) Target is or was a member on or prior to the Closing Date, including pursuant to Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any analogous comparable provisions of state or similar statelocal Law; and (iii) except as otherwise provided in Section 6.01(a), local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any Target resulting from the consummation of the Acquired Companiestransactions under this Agreement, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to including the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalDebt Contribution; (d) any and all debts, liabilities, claims and obligations against or of the Indemnified Liabilities; and/orBuyer, any Target, including as a result of successor liability, attributable to the Retirement Plan for Employees of AMREP Corporation, as amended, whether such debt, liability, claim, or obligation arises prior to or after the Closing Date; (e) any actual fraud and all debts, liabilities, claims and obligations against or of Seller any Target attributable to the Benefit Plans in connection with the participation of any individual who is not an Employee, former employee of any Target or eligible dependent of any Employee or former employee of any Target on or before the Acquired Companies Closing; and (f) any and all debts, liabilities, claims and obligations against or of any Target attributable to the AMREP Corporation Severance Plan, as amended, other than up to an aggregate of $15,000 in severance obligations incurred by any Target in the ordinary course prior to or Closing and attributable to the AMREP Corporation Severance Plan, as of the Closingamended.

Indemnification by Seller. Subject (a) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 11.1, provided that the other provisions of this Article XBuyers make a written claim for indemnification against the Seller within such survival period, includingthen the Seller agrees to indemnify the Buyer, without limitationits officers, directors, employees, contractors, agents and representatives (collectively, the recovery limitations set forth in Section 10.8"BUYER INDEMNIFIED PARTIES") from and against any Adverse Consequences such Buyer Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such party may suffer after the end of any applicable survival period) caused by the breach or the alleged breach. (b) In addition, the Seller shall indemnify, defend and hold harmless agrees to indemnify the Purchaser Buyer Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating toAdverse Consequences such parties may suffer caused by: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach liability of the Seller that becomes a liability of the Buyer Indemnified Parties under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or failure to perform any covenant successor liability, under environmental, health, and safety requirements or agreement otherwise by operation of Seller contained in this Agreement or law; (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any retained liabilities of the Acquired Companies for the Pre-Closing Tax Period, Seller; and (iii) any Taxes liability arising from claims relating to the Closing or periods prior to the Closing brought by any employees or contractors of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on Seller who are terminated at or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of in connection with the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingtransactions contemplated hereby.

Indemnification by Seller. Subject to the other provisions limitations of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Sections 9.01 and 9.05, Seller shall indemnifyshall, jointly and severally, indemnify in full, defend and hold harmless Buyer, its respective officers, directors, employees, agents and shareholders (collectively, the Purchaser “Buyer Indemnified Parties”) against any loss, Liability, deficiency, damage, expense or cost (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), whether or not involving a third-party Claim (as defined in Section 9.04(a)) prior to the expiration of the indemnification obligation of Seller hereunder, which the Buyer Indemnified Parties from and againstmay suffer, and reimburse sustain or become subject to, as a result of any of the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating tofollowing: (a) any breach of or inaccuracy in any representation or warranty of the representations and warranties of Seller contained in Article III or Article IV of this Agreement, the Supply Agreement, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or the Supply Agreement (determined without giving effect to any update to the Seller Disclosure Schedule); (ib) any breach of of, or failure to perform perform, any agreement or covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Supply Agreement; (c) (i) any Taxes Claim or threatened Claim against Buyer Indemnified Parties that arises in connection with the actions or inactions of Seller for any Tax period, (ii) any Taxes of any of with respect to the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, Assets or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Assumed Liabilities prior to the applicable Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of former or present employees, officers and/or managers of, consultants to, or independent contractors to, Seller holding any rights in or to the Indemnified LiabilitiesIntellectual Property; and/oror (e) any actual fraud of Seller Excluded Liability, including any product liability Claims relating to the Assets and/or sales and Business, or any of the Acquired Companies components thereof, prior to or as of the Closingapplicable Closing Date.

Indemnification by Seller. Subject The Seller hereby agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, ------------------------- defend and hold harmless the Purchaser Indemnified Parties Buyer and ABT from and againstagainst all liabilities, losses, costs or damages whatsoever (including expenses and reimburse the Purchaser Indemnified Parties forreasonable fees of legal counsel) (collectively, any and all Losses incurred or suffered by the Purchaser Indemnified Parties "Damages"), arising out of or relating to: from or are based upon (ai) any breach of or the inaccuracy in any material respect of any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or Section 7 made by the Seller; (ii) the non-performance by the Seller in any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes material respect of any of covenant, agreement or obligation to be performed by the Acquired Companies for the Pre-Closing Tax Period, Seller under this Agreement; (iii) any Taxes the non-compliance of the provisions of any member of an affiliated, consolidated, combined, or unitary group of which any applicable bulk transfer laws in connection with the sale of the Acquired Companies Assets to the Buyer; (or iv) any predecessor thereofliability relating to the Business prior to the Signing Date other than the Assumed Liabilities set forth on SCHEDULE 1(r); (v) is or was any legal proceedings; (vi) any potential environmental claim that relates to a member condition that arose out of Seller's conduct on or the property prior to the Closing Date, including pursuant and to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, the extent it has not accrued on Seller's financial statements; (ivvii) any Taxes of any Person imposed liability relating to the Seller's Employee Benefit Plans, set forth on or payable by any of the Acquired CompaniesSCHEDULE 7(l), as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Signing Date, or ; and (vviii) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any liability relating to the Seller's termination of employees of the Acquired Companies at or prior Business. Except with respect to any potential environmental claims, such indemnity shall expire on August 28, 2001. Notwithstanding any provision of this Agreement to the Closingcontrary, in each case, other than Seller shall defend and hold harmless the Buyer and ABT from and against all Damages arising out of or from or based upon the matter described on Schedule 7(k). This indemnification shall be unlimited both as to duration as well as to the extent such Taxes are specifically included in the calculation amount of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingdamages.

Indemnification by Seller. Subject to (a) From and after the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing, Seller shall indemnify, defend agrees to indemnify and hold harmless the Purchaser Indemnified Parties each Buyer Group Member from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or suffered by the Purchaser Indemnified Parties arising out of or relating tofrom: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of any warranty or failure to perform the inaccuracy of any covenant or agreement representation of Seller and the Company contained or referred to in this Agreement or the certificate delivered by or on behalf of Seller and the Company pursuant to Section 9.1(a); (ii) any Access Breach (as defined breach by Seller and the Company of, or failure by Seller and the Company to perform, any of their respective covenants or obligations contained in the Transition Services Agreement and subject to the terms and conditions set forth therein)this Agreement; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of claim brought by an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) ERISA Client who is or was prior to the Closing Date a member Related Client for events that occurred in whole or in part on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, ; (iv) any Taxes of any Person imposed on or payable by in respect of the Company, the Subsidiary or any of the Acquired CompaniesFunds in respect of any Pre-Closing Tax Period (including as a result of the Company, the Subsidiary or any of the Funds being treated prior to the Closing as a member of any consolidated, combined, unitary or similar group with respect to which the Company is not the common parent pursuant to the laws of the United States, any foreign jurisdiction or any state or locality), as reasonably determined in accordance with the Company’s ordinary and customary Tax reporting practices, and based on a transferee closing of the books of the Company, the Subsidiary or successorany of the Funds at the end of the Closing Date, and (v) any Losses or Expenses relating to or arising in connection with the claims against the Company by contract ▇▇▇▇▇▇ ▇. ▇▇▇▇ Technology Licensing, L.P. or otherwiseits Affiliates, successors or assigns, including the matter described in Schedule 5.12. (b) Notwithstanding anything in Section 11.1(a) to the contrary, Seller shall be required to indemnify and hold harmless each Buyer Group Member in respect of claims for indemnification made under Section 11.1(a)(i) for breaches of representations and warranties only to the extent that: (i) the amount of Loss and Expense suffered by Buyer Group Members related to such individual claim under Section 11.1(a)(i) exceeds $25,000 (it being understood that such $25,000 shall be a deductible for which Seller shall bear no indemnification responsibility); (ii) the aggregate amount of all Losses and Expenses for claims under Section 11.1(a)(i) exceeds one percent (1%) of the Final Cash Purchase Price; provided that once such Losses and Expenses equal or exceed such threshold, subject to Sections 11.1(b)(i) and 11.1(b)(iii), Seller shall be liable for all Losses and Expenses (including any Losses and Expenses previously not indemnified pursuant to this Section 11.1(b)(ii); and (iii) the aggregate amount required to be paid by Seller related to such claims under Section 11.1(a)(i) shall not exceed ten percent (10%) of the Final Cash Purchase Price. Notwithstanding anything to the contrary herein, the limitations contained in clauses (i), (ii) and (iii) shall not apply to any Loss or Expense incurred by any Buyer Group Member: (A) in connection with or arising from fraud, (B) any breach of any representation or warranty in Sections 5.2(b), 5.3, 5.4(a), 5.7 and 5.24(g) or (C) for claims pursuant to Sections 11.1(a)(ii), 11.1(a)(iii), 11.1(a)(iv) and 11.1(a)(v). In no event shall the aggregate amount required to be paid by Seller without such limitations pursuant to this Section 11.1(a) exceed the Final Cash Purchase Price. (c) The indemnification provided for in Section 11.1(a)(i) shall terminate eighteen months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a)(i) thereafter), except that the indemnification by the Company under Section 11.1(a)(i) shall continue as to: (i) the representations and warranties of Seller and the Company set forth in Sections 5.2, 5.3, 5.4(a), 5.7, 5.9(g), 5.14, 5.17(c), 5.24(d), and 5.24(g), which Taxes relate shall survive until the expiration of the relevant statutory period of limitations applicable to an event the underlying claim, giving effect to any waiver, mitigation or transaction occurring extension thereof; (ii) the representations and warranties of Seller and the Company set forth in Sections 5.9 (other than 5.9(g)), 5.17 (other than 5.17(d)), 5.21 and 5.24 (other than 5.24(d) and 5.24(g)), which shall survive until the earlier of (x) the fifth anniversary of the Closing Date and (y) the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof; (iii) any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1(c), as to which the obligation of Seller shall continue solely with respect to the specific matters in such Claim Notice until the liability of Seller shall have been determined pursuant to this Article XI, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI; and (iv) claims for indemnification based on fraud. (d) The indemnification provided for in Section 11.1(a)(ii) shall survive the execution and delivery of this Agreement and the Closing Dateuntil such obligations and covenants identified therein are performed or the obligation to so perform shall have expired and for a period of ninety (90) days thereafter, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any except the covenants of Seller set forth in Articles II and III and Section 8.2 shall survive until the expiration of the Acquired Companies at relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof; and, provided, that any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Seller in accordance with the requirements of Section 11.3 on or prior to the Closingdate such indemnification would otherwise terminate in accordance with this Section 11.1(d), in each case, other than as to which the obligation of Seller shall continue solely with respect to the extent specific matters in such Taxes Claim Notice until the liability of Seller shall have been determined pursuant to this Article XI, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are specifically included payable with respect to such Claim Notice in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/oraccordance with this Article XI. (e) The indemnification provided for in Section 11.1(a)(iii) shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claim (and no claims shall be made by any actual fraud Buyer Group Member under Section 11.1(a)(iii) thereafter). (f) The indemnification provided for in Section 11.1(a)(iv) shall survive the Closing Date and continue until thirty (30) days following the expiration of the statute of limitations on assessment of any Taxes. Notwithstanding the foregoing, any claim for indemnification shall survive such termination date if any Buyer Group Member, prior to such termination date, shall have advised Seller in writing of facts that constitute or may give rise to an alleged claim for indemnification under Section 11.1(a)(iv), specifying in reasonable detail the basis under this Agreement for such claim. (g) The indemnification provided for in Section 11.1(a)(v) shall survive the Closing Date and continue until the liability of Seller or any of the Acquired Companies prior shall have been determined pursuant to or as of the Closingthis Article XI.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.85, Seller shall indemnify, defend agrees to indemnify and hold save harmless the Purchaser Indemnified Parties Purchasers and their Affiliates from and against, and reimburse the Purchaser Indemnified Parties for, any and against all Losses suffered or incurred by such Persons as a result of or suffered by the Purchaser Indemnified Parties arising directly or indirectly out of or relating toin connection with: (a) any breach by Seller of or any inaccuracy in of any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (ib) any breach or non-performance by Seller of any agreement or failure covenant to perform any covenant or agreement of be performed by Seller that is contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Agreement; (c) (i) any Taxes of Seller for Proceeding, Claim or Liability against the Business based on any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction facts occurring on or prior to the Closing DateDate and, with respect to Liabilities to employees or (v) any payments under any Tax allocationagents, sharingincluding Transferred Employees, or similar agreement entered into or binding facts occurring on any of the Acquired Companies at or prior to the ClosingTransition End Date (whether absolute, in each casecontingent or otherwise, and whether or not known or unknown), including, without limitation, all Taxes related to such time period and any and all Liabilities to third parties or to employees or agents of Seller related to such time period (other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalAssumed Liabilities); (d) any Third Party Claim (as defined below) arising out of, in connection with, or related to the Transactions (including, without limitation, a Claim for breach of fiduciary duties) brought by any stockholder(s) (including a stockholders derivative claim), creditor(s) or other Person(s) that claims an interest in the Indemnified Liabilities; and/orassets of Seller, or a Person acting on behalf of such Persons (including, without limitation, a trustee); (e) the “going private” transaction (the “Going Private Transaction”) described in and contemplated by the Schedule 14A filed by Seller with the United States Securities and Exchange Commission on February 20, 2008, as the same may be amended from time to time; (f) the Excluded Liabilities; and (g) noncompliance by Seller with the provisions of any actual fraud applicable bulk transfer laws or bulk sales laws (including, without limitation, any liability for Taxes which may be asserted by a third party against either Purchaser as a result of Seller Seller’s non-compliance with any bulk transfer or other similar laws in any of the Acquired Companies prior to or as of the Closingjurisdiction).

Indemnification by Seller. (a) Subject to Sections 8.02(c) and 8.02(f), each Significant Shareholder, solidarily (jointly and severally) but only to the other provisions extent of this Article Xthe funds in the Escrow Account (and no more) and severally (and not jointly or solidarily) for sums in excess of the funds in the Escrow Account, including, without limitation, hereby agrees from and after the recovery limitations set forth in Section 10.8, Seller shall Closing Date to indemnify, defend and hold harmless from and against and pay to the Purchaser, the Company (post Closing), their Affiliates (including Double-Take), and, if applicable, their respective directors, officers, shareholders, members and employees and their heirs, successors and assigns (the “Purchaser Indemnified Parties Parties” and, collectively with the Seller Indemnified Parties, the “Indemnified Parties”) from and againstagainst all demands, claims, obligations, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and reimburse the Purchaser Indemnified Parties forexpenses, any including, but not limited to, interest, penalties and all Losses attorneys’ fees and disbursements (collectively, “Losses”), imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnified Parties Parties, arising out of or relating to: (ai) any the breach of or inaccuracy in of any representation or warranty of Seller such Significant Shareholder contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax periodArticles 4, (ii) any Taxes the breach or inaccuracy of any representation or warranty of the Acquired Companies for Company contained in Article 5 and, without duplication, any claims or liability relating to (a) the Pre-Closing Tax Periodremedial resolutions adopted by the Board of Directors of the Company on November 5, 2007 and its shareholders on November 14, 2007 with respect to the maintenance of the Company’s corporate records and documentation of prior actions, (b) the amendment agreement to the Existing Shareholders’ Agreement dated December 10, 2007, and (c) Claims made by Nathalie D’Amours relating to her employment by the Company or the termination thereof, (iii) any Taxes breach, non fulfillment or violation of any member covenant of an affiliated, consolidated, combined, such Significant Shareholder or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign LawCompany in this Agreement, (iv) any liability arising from the termination, prior to the Closing, of any employee or consultant of the Company or its Subsidiaries to the extent that the facts giving rise to the cause of action are not disclosed in the Disclosure Schedules hereto, (v) any claims or liability relating to the use of the drag-along provisions of the Existing Shareholders’ Agreement, any claims or liability relating to the termination thereof, any claims or liability relating to the termination of the TimeSpring Option Plan and any Losses which the Purchaser Indemnified Parties at any time shall or may sustain or incur as a result of the issuance and transfer of replacement stock certificates for those original certificates listed on Schedule 8.02(a)(v) hereto (each a “Lost Certificate”) or the failure to surrender for cancellation, or by reason of any payment, transfer, exchange or other act of the Company with respect to a Lost Certificate, or by reason of any refusal to issue a new certificate to any person offering to surrender a Lost Certificate, (vi) any decrease of the Company’s SR&ED Credits for periods prior to the Closing Date as a result of review of such credits by the relevant tax authorities, including any finding or determination by any Governmental Authority that the Company’s SR&ED Credit is less than the amount set out in the Estimated Working Capital Statement, and (vii), without duplication of any amounts claimed under Sections 8.02(a)(ii) and 8.02(a)(iii), any liability for Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period and any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company or payable by any of the Acquired Companies, its Subsidiaries as a transferee or successor, by contract or otherwisepursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring on before the Closing. (b) Subject to Section 8.02(c) and 8.02(f), each Minority Interest Shareholder, severally (and not jointly or prior solidarily) and in any event, hereby agrees from and after the Closing Date to indemnify, defend and hold harmless from and against and pay to the Closing DatePurchaser Indemnified Parties from and against all Losses, imposed on, sustained, incurred or (v) any payments under any Tax allocation, sharing, suffered by or similar agreement entered into or binding on asserted against any of the Acquired Companies at Purchaser Indemnified Parties, arising out of (i) the breach or prior inaccuracy of any representation or warranty of such Minority Interest Shareholder contained in Article 4 and (ii) any breach, non fulfillment or violation of any covenant of such Minority Interest Shareholder under this Agreement. (c) Except for claims under Section 8.02(a)(v) and 8.02(a)(vii), the Purchaser Indemnified Parties shall not be entitled to assert rights of indemnification under this Article 8 for Losses that do not exceed $10,000 (the Closing“Threshold Amount”) (it being understood that like claims may be aggregated for purposes of reaching the Threshold Amount). Furthermore, in each caseno Purchaser Indemnified Party shall be entitled to indemnification pursuant to Sections 8.02(a)(i), other than (a)(ii), (a)(iii), (a)(iv) and a(vi) except to the extent such Taxes are specifically included (and then only to the extent) the Losses therefrom exceed an aggregate amount equal to Eighty Thousand Dollars ($80,000) (the “Indemnity Basket”), in which event the calculation entire aggregate amount of Losses shall be indemnifiable pursuant to Section 8.02; provided, that for purposes of calculating the Final Net Working Capital;Indemnity Basket, any qualifier as to materiality or Material Adverse Effect to the representations and warranties of any Seller, as the case may be, shall be disregarded and, provided further, that any and all Losses of any Purchaser Indemnified Party indemnified pursuant to: (i) Section 8.02(a) relating to or arising out of any breach or inaccuracy of any representation or warranty set forth in Article 4 shall be recoverable without regard to the Indemnity Basket, and (ii) Section 8.02(a)(vi) shall be recoverable without regard to the Indemnity Basket and Threshold Amount once the SR&ED Escrow Amount has been released; provided, however, that, for purposes of calculating the Indemnity Basket, any qualifier as to materiality or Material Adverse Effect to the representations and warranties of any Seller, as the case may be, contained in Article 4 shall not be disregarded. (d) Subject to Section 8.02(f), any payment that the Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article 8 shall be paid out of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any Escrow Funds, if any, and in accordance with the terms of the Acquired Companies prior to or as of Escrow Agreement for the Closing.twenty-four

Indemnification by Seller. (a) Subject to the other provisions of this Article XIX and except with respect to indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof to the extent such Taxes are Retained Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), including, without limitation, effective as of and after the recovery limitations set forth in Section 10.8Closing, Seller shall indemnify, defend and hold harmless Purchaser, its Affiliates and each of Purchaser’s and such Affiliates’ respective officers, directors, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties Parties”), from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Covered Losses incurred or suffered by any of the Purchaser Indemnified Parties Parties, to the extent arising out of or relating to: resulting from (ai) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III (other than the representations and warranties contained in Section 3.14 (Taxes)) (in each case, without giving effect to any “Business Material Adverse Effect,” “materiality” or Article IV similar qualifications, except with respect to (x) the representations and warranties set forth in Section 3.7(c) (Absence of this Agreement; Business Material Adverse Effect), Section 3.6(b) (iFinancial Statements) and Section 3.15(a) (Employee Benefit Plans) and (y) reference to the defined term “Material Contract”; (ii) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement Agreement; and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Retained Liabilities. (b) Except with respect to Taxes other than Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (Purchased Non-Consolidated Venture or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than Subsidiary thereof to the extent such Taxes are specifically included in Retained Liabilities (it being understood that indemnification for Taxes other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof shall be governed exclusively by Article VI), notwithstanding any other provision to the calculation contrary: (i) Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Covered Losses pursuant to any claim under Section 9.2(a)(i) until the aggregate amount of the Final Net Working CapitalPurchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) exceeds $1,500,000 (the “Deductible”), after which Seller shall be obligated for all the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Section 9.2(b)(ii) and 9.2(b)(iii); provided that any claim for indemnification under Section 9.2(a)(i) resulting from a breach of a Seller Fundamental Representation shall not be subject to the Deductible; (dii) Seller shall not be required to indemnify, defend or hold harmless any of Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Covered Losses to the Indemnified Liabilitiesextent that such Covered Losses are reflected, recorded or included in Working Capital on the final Post-Closing Statement; and/orand (eiii) any actual fraud the cumulative indemnification obligation of Seller or under Section 9.2(a)(i) (other than any indemnification obligation under Section 9.2(a)(i) resulting from a breach of a Seller Fundamental Representation) shall in no event exceed $39,750,000 (the Acquired Companies prior to or as of the Closing“Cap”).

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8From and after Closing, Seller shall indemnify, defend and hold harmless Buyer, the Purchaser Company and their respective directors, officers, stockholders, employees, agents, representatives, successors and assigns (each, a "Buyer Indemnified Parties Party" or, collectively, "Buyer Indemnified Parties") from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses Damages suffered or incurred by a Buyer Indemnified Party that result, directly or suffered by the Purchaser Indemnified Parties arising out of indirectly, from or relating toin connection with: (a) any breach of or inaccuracy in any representation or warranty of made by Seller contained in Article III this Agreement, the Schedules, or Article IV of any other agreement, certificate, document or writing delivered by Seller at or for Closing pursuant to this Agreement; (ib) any breach by Seller of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)obligation hereunder; (c) any Actions involving the Company arising out of any matter, event or omission occurring or accruing prior to the consummation of Closing (including Actions set forth on Schedule 3.12 and environmental Actions), other than (i) any Taxes of Seller for any Tax periodInherited Debt, and (ii) any Taxes matters disclosed to Buyer as a debt or liability on any Schedule to this Agreement (excluding Schedule 3.12, Schedule 3.15, Schedule 3.19, and Schedule 6.5; provided, however, that solely for purposes of any of the Acquired Companies for the Prethis Section 9.2(c), obligations (including Contracts) which are executory with respect to post-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companiesperformance shall not, as a transferee or successorresult of their executory nature, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;be deemed Actions; or (d) any liability relating to any Plan, Pension Plan or Welfare Plan arising out of the Indemnified Liabilities; and/or (e) any actual fraud of Seller matter occurring or any of the Acquired Companies accruing prior to Closing, including under ERISA or as the Code (other than any such liability included within the definition of Inherited Debt). Notwithstanding any other provision of this Agreement, Seller shall not be entitled to any contribution from the ClosingCompany with respect to any claims made by Buyer Indemnified Parties against Seller under this Section 9.2.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold each of Buyer and the Purchased Business and their respective successors, permitted assigns, shareholders, directors, officers, employees and other affiliates (collectively, "Buyer's Indemnified Persons") harmless the Purchaser Indemnified Parties from and againstagainst any loss, damage, liability, claim, action, cause of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, costs and reimburse expenses including, but not limited to, attorneys', accountants', investigators' and experts' fees and expenses, each reasonably sustained or incurred in connection with the Purchaser Indemnified Parties fordefense or investigation of any such claim (collectively "Damages"), any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or in any way relating to: (a) the failure by Seller to perform any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of its obligations under this Agreement; (ib) the failure by Seller to discharge when due any Excluded Liability; (c) any misrepresentation in or breach of the representations and warranties of Seller or the failure of Seller to perform any covenant of its covenants or agreement of Seller obligations contained in this Agreement or (ii) in any Access Breach (as defined instrument or document furnished or to be furnished by Seller pursuant to this Agreement or in connection with the Transition Services Agreement and subject to the terms and conditions set forth therein)transactions contemplated by this Agreement; (cd) (i) any Taxes of Seller except for any Tax periodthe Assumed Obligations reflected in the October 31, (ii) any Taxes of any 1997 balance sheet and those Assumed Obligations incurred since October 31, 1997 in the ordinary and normal course of the Acquired Companies for Purchased Business consistent with prior practice and disclosed to Buyer, the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any operation of the Acquired Companies (or any predecessor thereof) is or was a member Purchased Business on or prior to the Closing Date, including pursuant all claims and proceedings the facts forming the basis for which occurred on or prior to Treasury Regulation Section 1.1502-6 the Closing Date, whether or not disclosed by Seller to Buyer; (e) any analogous actions, claims, suits or similar stateproceedings asserted by third parties alleging personal injury or property damage due to, localarising out of, or foreign Law, by reason of the design, (ivf) any Taxes workers' compensation claims of any Person imposed on employee or payable by any former employee of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction Purchased Business arising from events occurring on or prior to the Closing Date, or ; (vg) any payments Environmental Claim (as hereinafter defined) arising under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at Environmental Laws or any Remedial Action arising pursuant to any of the Environmental Laws including, but not limited to, investigation, remediation or removal of any Contaminant arising out of or based upon the operation of the Purchased Business on or prior to the ClosingClosing Date (Buyer and Seller agreeing that the disclosures made pursuant to Schedule 4.17 or any attachment thereto in no way limit the right of any of Buyer's Indemnified Persons to indemnification under this Section 13.01); (h) except for the Assumed Obligations, in each caseany and all claims for compensation and other employee benefits (including, but not limited to, severance pay, outplacement benefits, disability benefits, health, retiree medical, workers' compensation, tuition assistance, death benefits and pension and profit sharing plans and claims relating to employment or termination of employment) accruing on or prior to the Closing Date or on or after the Closing Date with respect to the payment of severance benefits and other than welfare benefit payments, if any, with respect to (i) employees of the Purchased Business who have ceased employment with the Purchased Business on or prior to the Closing Date and (ii) employees of the Purchased Business who, on the Closing Date, are on medical leave, maternity leave, temporary lay-off or disability and related costs and liabilities, regardless of whether such claims and related costs and liabilities are made or incurred before, on or after the Closing Date; or (i) except for the Assumed Obligations, all claims, investigations, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees and expenses (incurred thereon at trial and upon appeal), incident to the foregoing. Seller shall only be obligated to indemnify Buyer to the extent such Taxes are specifically included the above amounts exceed the proceeds of insurance, if any, paid to Buyer covering the claims or recoveries from third parties, and Buyer covenants and agrees to pursue in the calculation of the Final Net Working Capital; (d) good faith and with reasonable diligence any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingclaims available under applicable insurance policies.

Indemnification by Seller. Subject Except as provided in Section 11.4 (Indemnification for Taxes) and subject to the other provisions of this Article XXI, including, without limitation, from and after the recovery limitations set forth in Section 10.8Closing, Seller shall indemnifysave, defend defend, indemnify and hold harmless Purchaser and its Affiliates, and each of their respective officers, directors, employees, representatives, agents and permitted successors and assigns (collectively, the “Purchaser Indemnified Parties Parties”) from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses losses, damages, liabilities, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable and documented attorneys’ fees, costs and other reasonable and documented out-of-pocket expenses incurred in investigating, preparing or suffered by defending the Purchaser Indemnified Parties arising out of or relating toforegoing) (hereinafter collectively, “Losses”) to the extent resulting from: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of made by Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject certificate delivered pursuant hereto to the terms and conditions set forth therein); (c) (i) which Seller is a party, or any Taxes of Seller for any Tax period, (ii) any Taxes failure of any such representation and warranty (other than those expressly given as of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member specified date on or prior to the Closing Date, including pursuant date of this Agreement) to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any be true and complete as of the Acquired Companies, date hereof and as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to of the Closing Date, in all cases without giving effect to any Material Adverse Effect or other materiality qualification, limitation or exception contained in such representations and warranties except with respect to Section 4.4 (vFinancial Statements), Section 4.5 (Absence of Certain Changes or Events; No Undisclosed Liabilities; Financial Debt), Section 4.7(a)(xiii) any payments under any (Material Contracts) and Section 4.16 (Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalMatters); (db) any breach of the Indemnified Liabilities; and/or (e) any actual fraud of covenant or agreement by Seller contained in this Agreement or any of certificate delivered pursuant hereto to which Seller is a party dated the Acquired Companies prior to date hereof or as of the Closing.Closing Date;

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8VIII, Seller shall indemnify, defend indemnify and hold harmless the Purchaser Buyer, its successors and assigns, and its officers, managers, directors, employees, agents and Affiliates (“Buyer’s Indemnified Parties Persons”) from and against, and shall reimburse the Purchaser Buyer’s Indemnified Parties Persons for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties claims, losses, liabilities, damages, costs and expenses (including Legal Expenses) (collectively, “Losses”), arising out of of, based upon or relating toincurred in connection with: (a) any breach of or inaccuracy in any representation or warranty of Seller contained set forth in Article III this Agreement or Article IV the Schedules, or in any certificate or transfer instrument delivered by Seller at Closing; (b) any breach of any covenant, agreement or other obligation of Seller in this Agreement; (ic) the litigation and other matters set forth in Schedule 3.26; provided, however, that the indemnification provided by this Section 8.1(c) with respect to Case No. 106CV068540 in Superior Court of the State of California, County of Santa C▇▇▇▇ (the “Subject Litigation”), shall not include any breach portion of the Losses resulting directly from actions taken or failure to perform any covenant conduct by Buyer, or agreement of Seller contained in this Agreement its employees, officers, members, or (ii) any Access Breach (as defined in the Transition Services Agreement and subject Affiliates existing on or prior to the terms Closing Date (including the employees, officers and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes members of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member Affiliates existing on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local); (d) the Excluded Liabilities, or foreign LawSeller’s failure to perform, pay and discharge any Excluded Liability prior to or following the Closing; (ive) any Taxes of any Person imposed on or payable by any the operation of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring Business on or prior to the Closing DateDate (including Liabilities relating to any Seller Deals in Progress), or (v) any payments under any Tax allocationbut specifically excluding the Assumed Liabilities, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior Ordinary Course Warranty Claims and Liabilities relating to the Closing, Buyer Deals in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;Progress; and (df) any enforcement of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingthis Section 8.1.

Indemnification by Seller. Subject Seller agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless the Purchaser Indemnified Parties from Buyer and againstits officers, directors, stockholders, employees, independent contractors, agents and representatives, in their capacities as such, and reimburse the Purchaser successors, heirs or personal representatives of any of them (collectively, “Buyer Indemnified Parties for, Parties”) against and in respect of any and all Losses losses, claims, damages, liabilities and reasonable expenses, including any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or suffered defending any of the foregoing (“Losses”), arising from or in connection with the following matters (the “Buyer’s Indemnified Liabilities”), but net of the amount of any insurance proceeds realized by the Purchaser such Buyer Indemnified Parties arising out of or relating toParty with respect to such matters, without duplication: (a) any breach of or inaccuracy in of any representation or warranty of by Seller contained in Article III or Article IV of this Agreement, subject to the Threshold and Cap (each, as defined below); (ib) any breach breach, violation or non-performance of or failure to perform any covenant or agreement obligation of Seller contained in this Agreement or (ii) in any Access Breach (as defined other transaction document executed and delivered in the Transition Services Agreement and subject to the terms and conditions set forth therein)connection with this Agreement; (c) (i) non-compliance with any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior applicable legislation relating to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capitalbulk sales; (d) any claim in respect of any occurrence, defect, deterioration, or incident (including any claim made for defective material and failure to comply with specifications) relating to any (i) Purchased Inventory or (ii) products using the Indemnified Liabilities; and/orTransferred Intellectual Property sold by Seller or any of its Affiliates, in each case whether asserted before, on or after the Closing Date; (e) the Seller Chargebacks and the Seller Returns; (f) any actual fraud claim for a commission or similar fee brought or made by any Person who may have been hired by Seller as an investment adviser, agent, broker or finder in connection with the transactions contemplated by this Agreement, including but not limited to Centerview Partners LLC; (g) the failure of Seller to pay or discharge in due course any and all Excluded Liabilities; (h) the ownership of the Acquired Companies prior to Purchased Assets on or as before the Closing Date or the operation of the ClosingPurchased Business before the Closing Date; (i) all fees, disbursements, expenses or settlement amounts payable in connection with the dispute or settlement of the Chinese Laundry Complaint; provided, however, that Seller shall have full and complete control over the conduct of any proceedings, discussions or negotiations relating to the Chinese Laundry Complaint matter and shall, in reasonable consultation with Buyer, have the right to decide all matters of procedure, strategy, substance and settlement relating to such matter; and provided further, however, that Buyer shall have a reasonable approval right with respect to any settlement that impacts or limits Buyer’s use of the Transferred Intellectual Property (such approval not to be unreasonably withheld); or (j) all fees, disbursements, expenses or settlement amounts payable in connection with the Remza Matter; provided, however, that Seller shall have full and complete control over the conduct of any proceedings, discussions or negotiations relating to the Remza Matter and shall have the right to decide all matters of procedure, strategy, substance and settlement relating to such matter.

Indemnification by Seller. Subject The Seller hereby agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties and its Affiliates and their respective employees, officers, directors, stockholders, partners and representatives from and againstagainst any losses, assessments, Liabilities, claims, damages, costs and reimburse the Purchaser Indemnified Parties for, any expenses (including without limitation reasonable attorneys' fees and all Losses incurred or suffered by the Purchaser Indemnified Parties arising disbursements) which arise out of or relating relate to: (a1) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any misrepresentation in, breach of or failure to perform comply with, any covenant of the representations, warranties, covenants or agreement agreements of the Seller or any Affiliate of the Seller contained in this Agreement or any other of the Closing Documents, including without limitation in the Disclosure Schedule; or (ii2) any Access Breach Environmental Matters (as defined in the Transition Services Agreement and below); or (3) subject to the terms and conditions set forth thereinprovisions of the last paragraph of Section 2.2(F);, any Liabilities of the Seller or any Affiliate of the Seller other than the Assumed Liabilities; or (c4) claims by the employees listed on Schedule 2.2B arising from their termination by Purchaser (iother than claims arising on account of any commitment made by Purchaser other than to retain such employees for the 60 day period as described in Section 2.2B). (5) any Taxes without limiting the generality of Seller for any Tax periodthe preceding clauses (1), (ii2), (3) any Taxes of any and (4), the operation of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, Seller Business or unitary group of which any ownership of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or Assets prior to the Closing, regardless of whether such losses, assessments, Liabilities, claims, damages, costs and expenses, or the facts or circumstances relating thereto, were disclosed hereunder or in each casethe Disclosure Schedule or otherwise, other than but excluding, for purposes of this clause (5), such losses, assessments, Liabilities, claims, damages, costs and expenses that constitute Assumed Liabilities or that arise from or relate to matters as to which the Purchaser has agreed to indemnify the Seller under Section 9.14(B) hereof; and all such losses, assessments, Liabilities, claims, damages, costs and expenses so arising out of or relating to any of the foregoing clauses (1) through (5), inclusive of this Section 9.14(A), or the matters described therein, are referred to hereinafter as the "Purchaser's Losses;" PROVIDED, however, that the Seller shall not have any obligation so to indemnify the Purchaser under this Section 9.14(A): (i) unless and until the Purchaser's Losses paid, incurred, suffered or accrued by the Purchaser on account of all breaches of representations and warranties exceed $50,000 in the aggregate, in which event the Purchaser will be entitled to such indemnification in respect of all such Purchaser's Losses, including without limitation such initial $50,000 of Purchaser's Losses; or (ii) to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of amount, if any, reflected as a liability on the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior Closing Balance Sheet with respect to or as of the Closinga matter for which Purchaser seeks indemnification hereunder.

Indemnification by Seller. Subject to From and after the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing, Seller shall indemnifydefend, defend indemnify and hold Buyer and its Affiliates (including Parent and the Companies) harmless the Purchaser Indemnified Parties from and against, against and reimburse the Purchaser Indemnified Parties for, in respect of any and all Losses actual losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys fees and expenses (hereinafter “Losses”) incurred by Buyer or suffered by the Purchaser Indemnified Parties its Affiliates or agents arising out of or relating toof: (a) subject to Section 8.4, any breach of or inaccuracy Seller’s representations and warranties in any representation or warranty of Seller this Agreement (other than the representations and warranties contained in Article III or Article IV Section 3.13, with the exception of this AgreementSection 3.13(f)); (ib) any breach of or failure to perform any covenant or agreement of Seller contained Seller’s covenants and other agreements in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Agreement; (c) (i) any Taxes of the consolidated group for U.S. federal income tax purposes that includes Seller for any Tax period(the “Seller Group”), (ii) any and Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, Periods and with respect to any Straddle Period for the portion thereof ending on the Closing Date except to the extent such Taxes are reflected as an accrued Tax liability on the Financial Statements and have been taken into account in determining the Final Adjustment Amount; (iiiii) any Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Date by reason of liability under Treasury Regulation Section §1.1502-6 or any analogous comparable provision of foreign, state or similar statelocal law; (iii) Taxes arising out of the transactions contemplated by this Agreement, local, or foreign Law, except for Taxes for which Buyer is responsible pursuant to Section 9.2; and (iv) Taxes or other payments required to be paid after the date hereof by the Companies to any Taxes of party under any Person imposed on tax sharing agreement (whether written or payable by not) to which any of the Acquired CompaniesCompanies was obligated, as or was a transferee or successorparty, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing DateDate (collectively, Buyer’s “Tax Losses”); provided, however, that the indemnity provided under this Section 8.1(c) shall not cover Tax liabilities resulting from any transaction of Buyer or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of its Affiliates not in the Acquired Companies at or prior to ordinary course of business (other than the transactions contemplated hereunder) that occurs on the Closing Date but after the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any dispute or claim against, in respect of, or in any manner relating to any Benefit Plan subject to Title IV of ERISA, maintained or contributed to by Seller or any of its Affiliates or any entity that would be considered a single employer with Seller under Sections 414(b), (c), (m) or (o) of the Indemnified Liabilities; and/orCode (other than the Companies) (the “ERISA Group”) solely on account of the Companies having been, prior to the Closing, a member of the ERISA Group; (e) any actual fraud the Excluded Assets; and (f) subject to Section 8.3(d), Enron litigation and ▇▇▇▇▇ Day dispute, in each case to the extent identified in Schedule 3.10 (the “Retained Litigation”); provided that Losses from such ▇▇▇▇▇ Day dispute shall be net of Seller or any of receivables payable, if any, to the Acquired Companies prior to or as of the ClosingCompanies.

Indemnification by Seller. Subject Seller agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless Purchaser and the Purchaser Indemnified Parties Corporation from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred losses, costs, damages, claims and expenses (including reasonable attorney's fees) which Purchaser or suffered the Corporation may sustain at any time by the Purchaser Indemnified Parties arising out reason of or relating to: (a) any debt, liability, or obligation of the Corporation not reflected on the Closing Balance Sheet prepared in accordance with Section 3.3 hereinabove except other obligation assumed by Purchaser; (b) any liability to any federal, state or local taxing authorities for any taxes for the period prior to the date of Closing due or owing by the Corporation including interest or penalties which obligations are not reflected on the Closing Balance Sheet prepared in accordance with Section 3.3 hereinabove except other obligation assumed by Purchaser; (c) any lawsuit pending as of the date of Closing and/or filed thereafter if related to any act or omission of the Corporation or Seller prior to the date of Closing; (d) any presence of hazardous materials or toxic substances located as of the Closing Date in or around the Premises including without limitation any such materials related to the underground storage tanks except related to underground hoists; or (e) the breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform comply with, or the existence of any covenant facts resulting in the inaccuracy of, any of the warranties, representations, covenants or agreement agreements of Seller contained in this Agreement or (ii) in any Access Breach (as defined agreement or document delivered pursuant hereto or in connection herewith or with the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any closing of the Acquired Companies transactions contemplated hereby, provided that Purchaser makes a written claim for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including indemnification against Seller pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of 17 within the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingSurvival Period.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to:this (a) any inaccuracy in or breach of any of the representations or inaccuracy in any representation or warranty warranties of Seller contained in Article III this Agreement, the Ancillary Documents, or Article IV in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (ic) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (Excluded Asset or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalExcluded Liability; (d) any the Assumed Environmental Liabilities, to the extent, if any, that Losses incurred by Buyer in connection with the same prior to the tenth (10th) anniversary of the Indemnified Closing Date exceed the amount of $25,000,000 in the aggregate, but not in any event including any Environmental Claims, Liabilities; and/or (e) , or Losses arising directly out of any actual fraud asset retirement obligations or arising solely by reason of Seller or any Buyer’s ownership and operation of the Acquired Companies prior Purchased Assets following the Closing Date. Nothing in this Section 8.02 shall preclude Buyer from commencing litigation to or as enforce the provisions of this Section 8.02 and enforcing any related judgement if the Closingrequirements for commencement of litigation in this ARTICLE VIII have otherwise been satisfied.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in this Section 10.89.2 and Section 9.4, from and after the Closing Date, Seller shall indemnify, defend and hold Purchaser and its successors in interest and assigns (each of the foregoing being referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”) harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser against all Damages suffered or incurred by such Indemnified Parties for, Person (regardless of whether or not such Damages relate to any and all Losses incurred Third-Party Claim) resulting from or suffered by the Purchaser Indemnified Parties arising out of any one or relating tomore of the following: (a) any inaccuracy in or breach of or inaccuracy in any representation or warranty of Seller contained set forth in Article III or Article IV Section 3 of this Agreement; (ib) any the breach or nonfulfillment of or failure to perform any covenant or agreement of Seller contained in made pursuant to this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Agreement; (c) except to the extent treated as a liability in the calculation of the finally determined Working Capital (and the finally determined Cash Consideration based thereon) (i) any and all Taxes imposed on the Company or any of Seller its Subsidiaries with respect to (x) all Pre-Closing Tax Periods of the Company or of its Subsidiaries ending on or prior to December 31, 2015 or (y) all Pre-Closing Tax Periods of the Company or of its Subsidiaries ending on or after January 1, 2016 (for any the avoidance of doubt, which are in excess of the Tax periodaccruals set forth as a liability on the Measurement Date Balance Sheet Statement and included in the calculation of the finally determined Working Capital, computed in accordance with the Accounting Principles consistent with past practices and methods), (ii) any all Taxes of any of the Acquired Companies for the Pre-Closing Tax Periodconsolidated, (iii) any Taxes of any member of an affiliated, consolidated, combined, unitary or unitary similar group of which the Company or any of the Acquired Companies (or any predecessor thereof) its Subsidiaries is or was a member on or prior to the Closing Date, Date (without duplication of any Taxes indemnified under Section 9.2(c)(i)) that are imposed on the Company or any of its Subsidiaries as a result of having been a member of any such group (including Taxes for which the Company or any of its Subsidiaries may be liable pursuant to Treasury Regulation Section §1.1502-6 or any analogous or similar comparable provision of foreign, state, localor local law) and any Taxes resulting from the Company or its Subsidiaries ceasing to be a member of any such group (for the avoidance of doubt, or foreign Lawincluding as a result of any Subsidiary of the DK Group ceasing to be a member of the “UK group relief”), (iviii) any and all Taxes of any Person person imposed on the Company or payable by any of its Subsidiaries, or for which the Acquired CompaniesCompany or any of its Subsidiaries may otherwise be liable, as a transferee or successor, successor by contract or otherwiseby operation of any law, rule or regulation, which Taxes relate to an event or transaction occurring on before the Closing, (iv) any and all Taxes related to or prior arising from the Section 338(h)(10) Election as provided under Section 6.4(i)(i) (which, for the avoidance of doubt, shall not affect Seller’s right to receive the Final Tax Adjustment (or, as applicable, the Post-Tax Contest Final Tax Adjustment but only to the Closing Date, extent the amount of the Post-Tax Contest Final Tax Adjustment exceeds the amount for which Purchaser may seek indemnification under this clause (iv) of Section 9.2(c) by reason of Seller’s failure to pay all Taxes related to or arising from the Section 338(h)(10) Election as provided under Section 6.4(i)(i)) as part of the Share Consideration); and (v) any payments under any Tax allocation, sharing, and all Taxes imposed on the Company or similar agreement entered into or binding on any of the Acquired Companies at its Subsidiaries in a Post-Closing Tax Period arising from or prior with respect to the Closingtermination, repayment or unwinding of any DK Group Internal Debt and/or LVMH Intercompany Debt, including Taxes arising from the termination, repayment or unwinding of any (1) DK Group Internal Debt in each case, other than to connection with the extent such Taxes are specifically included repayment of all LVMH Intercompany Debt at Closing and (2) internal DK Group debt incurred or arising on or after the Closing in connection with the calculation repayment of the Final Net Working Capital;DK Group Internal Debt as provided in Section 6.12 above or the repayment of all the LVMH Intercompany Debt at Closing; and (d) any of the matters described on Appendix I (the “Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closing”).

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.88.4 below, Seller shall agrees unconditionally to indemnify, defend defend, and hold Buyer and its Affiliates, and its and their officers, directors and employees, harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by of the Purchaser Indemnified Parties arising out of or relating tofollowing: (a) any breach Any and all Losses (but, to avoid doubt, subject to Section 8.1) of every kind, nature or description which arise out of or inaccuracy in any representation result from or warranty of Seller contained in Article III or Article IV of this Agreement; occur as a consequence of: (i) any false, incorrect or misleading representation or warranty or breach of thereof made by or failure to perform any covenant or agreement on behalf of Seller contained in this Agreement (including the Exhibits and Schedules hereto) or in any of the Acquisition Agreements; or (ii) any Access Breach (as defined failure by Seller to perform, comply with, or observe any one or more of their covenants, agreements, or obligations contained in any of the Transition Services Agreement and subject to Acquisition Agreements other than the terms and conditions set forth therein);Agreement, but excluding in all cases all Assumed Liabilities. (cb) Any and all Losses other than Assumed Liabilities which may at any time or from time to time arise out of or result from or occur as a consequence of any Third Party Claims which arise out of or result from or are a consequence of: (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any Seller’s ownership and use of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combinedAssets, or unitary group of which any the conduct of the Acquired Companies (Business and the production, provision, or sale by Seller or its Affiliates of the Product, in each case at any predecessor thereof) is or was a member on or time prior to the Closing Date, including pursuant ; (ii) any Excluded Liability; (iii) any failure by Seller to Treasury Regulation comply with the provisions of this Agreement (except to the extent covered by Section 1.1502-6 or any analogous or similar state, local, or foreign Law, 8.2(a)(i)); and (iv) the failure by Seller to discharge any Taxes obligations of Seller which were incurred by Seller or its Affiliates or the Business during the period prior to the Closing Date (except for the Assumed Liabilities), including without limitation the following: (A) any Person imposed on audit or payable investigation or civil, administrative, or criminal proceedings arising as a result of the operation of the Business prior to the Closing Date whether or not Seller or its Affiliates had knowledge thereof as of the Closing Date, (B) any assessments, adjustments or offsets made against Buyer as a result of such an audit or investigation or in connection with the recovery by any Governmental Authority with respect to Seller’s ownership and use of the Acquired Companies, as a transferee Assets or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or conduct of the Business prior to the Closing Date, or (vC) Seller’s failure to obtain any payments Third Party Consent that it is required to obtain pursuant to the terms of this Agreement, which is not actually waived in writing by Buyer (to avoid doubt, Third Party Consents exclude consents under any Tax allocation{*} and {*} = Certain confidential information contained in this document, sharingmarked by brackets, or similar agreement entered into or binding on any has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Acquired Companies at or prior Securities Exchange Act of 1934, as amended. Without limiting the generality of the foregoing provisions of this Section 8.2 with respect to the Closingmeasurement of damages, in each caseBuyer shall have the right, other than subject to the extent such Taxes are specifically included Section 8.1, to be put in the calculation same financial position as it would have been in had the representations and warranties of Seller been true and correct, had each of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud covenants of Seller or been performed in full, and had Seller paid, discharged, and performed all of its liabilities and obligations. Further, to avoid doubt, nothing in this Section 8.2 is intended to alter in any way, nor shall it be used to interpret, the definitions of the Acquired Companies prior to or as of the ClosingAssumed Liability and Excluded Liability.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitationterms herein, the recovery limitations set forth in Section 10.8Seller, Seller shall indemnify, defend defend, and hold harmless the Purchaser Indemnified Parties from Buyer and againstits officer, directors, and reimburse employees, and their respective successors and assigns (the Purchaser Indemnified Parties for"Seller's Indemnitees") harmless from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost and all Losses incurred expense of any kind or suffered by character, including reasonable attorney's and paralegal fees (the Purchaser Indemnified Parties "Damages"), exceeding in the aggregate $25,000 and arising out of or in any manner incident, relating or attributable to: (a) any breach of or Any inaccuracy in any representation or breach of any warranty of the Seller contained in Article III or Article IV of this Agreement; (ib) any breach of or Any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant covenant, agreement or agreement condition to be performed or observed by it under any of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Documents; (c) (i) Reliance by the Buyer on any Taxes of Seller for any Tax period, (ii) any Taxes of any books or records of the Acquired Companies for Seller or on any written information furnished to the Pre-Closing Tax Period, Buyer pursuant to this Agreement by or on behalf of the Seller in the event that such books and records or written information are false or inaccurate; or (iiid) any Taxes of any member of an affiliated, consolidated, combinedLiabilities or obligations of, or unitary group of which any claims against, the Buyer (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Acquired Companies (Business prior to the Closing Date or any predecessor thereof) is facts and circumstances relating specifically to the business, the Leased Parcels or was a member on the Seller existing at or prior to the Closing Date, including whether or not such liabilities, obligations or claims were known on such date, excluding only the Assumed Liabilities. Through June 30, 1997, the Seller's indemnification shall be first made from the portion of the Purchase Price placed in escrow pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any the terms of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingEscrow Agreement.

Indemnification by Seller. Subject (a) From and after the Closing, subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Sections 8.1 and 8.6, Seller shall indemnifyhereby indemnifies and holds Buyer, defend the Companies and hold the AEC Subsidiary and their officers, directors, Affiliates, shareholders, partners, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection therewith, but specifically excluding consequential, punitive and other special damages regardless of legal theory (collectively, “Losses”) (provided, however, that any lost profits claimed by Buyer under Section 10.25 shall not be considered consequential damages but rather direct damages, and shall be otherwise recoverable as Losses incurred or suffered by and determined as follows: $9,700 per day ($291,000 per 30 days)) that the Purchaser Buyer Indemnified Parties suffer or incur, or become subject to, as a result of, arising out of from or relating toin connection with: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach or inaccuracy of any of the representations and warranties made by the Companies or failure to perform any covenant or agreement of Seller contained in this Agreement or Agreement; (ii) any Access Breach (as defined in failure of Seller or the Transition Services Seller Parent Guarantor to carry out, perform, satisfy and discharge any of its covenants or agreements under this Agreement and subject that are required to be performed following the terms and conditions set forth therein)Closing; (ciii) all Environmental Liabilities arising out of or relating to the Business Operations or ownership, use or operation of the Real Property, the Facilities or any other presently or past owned property by the Companies or AEC Subsidiary, to the extent such Environmental Liabilities were incurred or otherwise arose on or before the Closing Date (the “Pre-Closing Environmental Liabilities”), including without limitation, (i) any Taxes of Seller for Environmental Condition, Environmental Claim or Environmental Noncompliance, in any Tax period, (ii) any Taxes of any of case to the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, extent first occurring or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or in existence prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 ; (ii) fines or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable penalties assessed by any of the Acquired Companies, as a transferee Governmental Authority for any Environmental Noncompliance first occurring or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or in existence prior to the Closing Date; (iii) those relating to the shipment, transfer, treatment, storage, disposal, recycling, management or Release of Hazardous Materials or Petroleum Products generated, handled or used as a result of or in connection with any Business Operations at the Real Property or any fee owned or lease property previously owned and leased and subsequently conveyed or relinquished to a third party or any real property exclusively owned by a third party (vsuch as a third party owned or controlled waste recycling, storage, treatment or disposal site), in any case to the extent first occurring or in existence prior to the Closing Date; (iv) any payments the obligations and costs of Remediation or other damages that have been incurred or required or are being incurred or required to be compensated under any Tax allocationEnvironmental Laws because of Environmental Claims, sharingEnvironmental Conditions or Environmental Noncompliance to the extent first occurring or in existence prior to the Closing Date; and (iv) a diesel fuel release in 2016 from a pipeline discovered in January 2016 in a creek at or near the AEC Real Property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, together with a second release on or similar agreement entered into or binding on any about July 2016 in connection with an unsuccessful repair of said pipeline, the initial release and discovery being described in a Chubb Insurance coverage letter of March 10, 2016 (the “Pipeline Release”). (b) All representations and warranties of the Acquired Companies and Seller in this Agreement shall survive until the Indemnification Termination Date; provided, however, that (i) the Fundamental Representations shall survive indefinitely, (ii) the Pre-Closing Environmental Liabilities arising as a consequence of activities emanated from or directly associated with Business Operations on the Real Property and/or Facilities shall survive for fifty-four (54) months from the Closing Date, and (iii) the Pre-Closing Environmental Liabilities arising as a consequence of activities not emanated from or directly associated with Business Operations on the Real Property and/or Facilities (as an example, Pre-Closing Environmental Liabilities for Releases at disposal sites or drum cleaning sites) shall survive for ten (10) years from the Closing Date. All covenants and agreements of Seller and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in each case, other than accordance with their terms. The Buyer Indemnified Parties shall have the right to the extent such Taxes are specifically included be indemnified and held harmless under (i) Section 8.1(a)(i) in the calculation respect of the Final Net Working Capital;representations and warranties of the Companies or Seller only if such right is asserted in writing on or before the Indemnification Termination Date, and (ii) Section 8.1(a)(iii) only if such right is asserted within, as applicable, fifty-four (54) months or ten (10) years after the Closing, each in accordance with the terms of this Agreement; provided that Fundamental Representations, and their associated timeline to be asserted, survive indefinitely. (c) The Buyer Indemnified Parties may only assert a claim for indemnification against Seller for any matter not involving a third party by giving written notice to Seller specifying in reasonable detail the basis for such claim. (d) Seller may, but shall not be required to, procure (either before or after Closing) at its sole cost and expense an environmental insurance policy on which both Seller and Buyer are named and/or additional insureds, on commercially reasonable terms and conditions reasonably acceptable to both Seller and Buyer (the “Environmental Insurance Policy”). If the Environmental Insurance Policy has been issued and is outstanding, prior to seeking or obtaining indemnification with respect to Pre-Closing Environmental Liabilities pursuant to Section 8.1(a)(iii) for costs covered under such Environmental Insurance Policy above any applicable retention or deductible set forth in such Environmental Insurance Policy, Buyer, on behalf of itself and the other Buyer Indemnified Parties, agrees first to (a) timely tender such claim for Pre-Closing Environmental Liabilities for coverage under any such Environmental Insurance Policy to the insurer that issued such coverage (the “Environmental Insurer”), and (b) to exercise commercially reasonable diligence, and utilize commercially reasonable efforts, to obtain coverage for such Pre-Closing Environmental Liabilities in compliance with the terms and conditions of such Environmental Insurance Policy. Seller shall cooperate with Buyer on a commercially reasonable basis, to the extent requested by Buyer, with respect to any such claim for insurance coverage, and Seller shall independently have the right, at its sole discretion, to seek coverage under such Environmental Insurance Policy for Pre-Closing Environmental Liabilities with respect to costs incurred by Seller or otherwise. Buyer and Seller agree that any such Environmental Insurance Policy shall provide first recourse coverage with respect to any Pre-Closing Environmental Liabilities, subject to any applicable policy retentions or deductibles, and that any Seller indemnification obligations pursuant to Section 8.1(a)(iii) shall to be excess of any coverage provided by such Environmental Insurance Policy or any other insurance or indemnification applicable to such Pre-Closing Environmental Liabilities. If and to the extent the Environmental Insurer (i) denies a claim for coverage tendered by Buyer, notwithstanding Buyer’s commercially reasonable diligence and efforts in pursuing coverage for such claim, or (ii) does not acknowledge its obligation to provide coverage for such claim within 120 days after its receipt of notification of such claim (collectively, an “Unresolved Insurance Claim”), Buyer may proceed to assert a claim for indemnity under Section 8.1(a)(iii) with respect to Pre-Closing Environmental Liabilities in excess of any applicable retentions or deductibles in the Environmental Insurance Policy. To the extent Buyer submits such a claim for indemnification pursuant to Section 8.1(a)(iii) after such denial or delay, Buyer, upon receipt of payment of the Indemnified Liabilities; and/orclaim, at Seller’s request, shall assign to Seller such applicable Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities indemnified pursuant to Section 8.1(a)(iii), and otherwise shall assist and cooperate with any Seller efforts to recover under any Environmental Insurance Policy with respect to such Unresolved Insurance Claim. In the event that Buyer receives any proceeds from an Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities for which it has received payment from Seller for a claim for indemnification pursuant to Section 8.1(a)(iii), Buyer, upon receipt of such insurance proceeds, shall promptly transfer the amount of such insurance proceeds to Seller in cash by wire transfer of immediately available funds to the account(s) designated by Seller in writing. (e) Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 8.1(a)(i) unless and until the amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties thereunder first exceeds $1,000,000 (the “Deductible”), in which event all amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification; provided, however, that Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Sections 8.1(a)(i) and (iii) shall not exceed $12,000,000 (the “Cap”). Losses for breaches or inaccuracies of the Fundamental Representations shall not be subject to the Deductible or the Cap, but in no event shall exceed the Purchase Price. Losses under Section 8.1(a)(iii) shall not be subject to the Deductible but shall be subject to the Cap. The aggregate amount of insurance proceeds received by the Buyer Indemnified Parties under any actual fraud Environmental Insurance Policy pursuant to Section 8.1(c) shall also be credited towards satisfaction of the Cap and shall also be credited towards the Escrow Account to the extent set forth in Section 8.4(b). Once Buyer has received indemnity proceeds from any combination of the Escrow Account or Seller that equals the Cap, Seller shall have no further liability to Buyer pursuant to Sections 8.1(a)(i) and (iii), except with respect to the Fundamental Representations, the Buyer Indemnified Parties agree to surrender to Seller any and all of their right, title and interest in and to the Environmental Insurance Policy and execute such documentation as may be required by Seller or the insurer thereunder to effectuate such surrender. The Deductible and the Cap shall not apply to any of Seller’s indemnification obligations under Section 8.1(a)(ii), but in no event shall Seller’s aggregate obligation to indemnify the Acquired Companies prior to or as Buyer Indemnified Parties under Section 8.1(a)(ii) exceed the Purchase Price. (f) Notwithstanding any other provision of this Agreement, none of the ClosingBuyer Indemnified Parties shall be entitled to, and the Buyer Indemnified Parties shall be deemed to have waived all claims and rights to, indemnification hereunder for any Losses to the extent that reserves or accruals have been established or reflected on the Final Balance Sheet for the Losses for which indemnification is sought. All Losses claimed by a Buyer Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 and, by making a claim for indemnification under this Article VIII, Buyer, on behalf of itself and the other Buyer Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses. (g) For purposes of determining whether the thresholds in this Section 8.1 have been surpassed and/or determining the amount of any Losses subject to indemnification under this Section 8.1, all “material,” “Material Adverse Effect,” “material and adverse” or similar materiality type qualifications contained in any representations and warranties shall be disregarded; provided, however, that (i) such qualifications contained in Section 3.10 shall not be disregarded for such purposes and (ii) when such qualifications are used in a definitional manner (e.g., Material Contract), such qualifications shall not be disregarded.

Indemnification by Seller. Subject (a) From and after the Closing, subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Sections 8.1 and 8.6, Seller shall indemnifyhereby indemnifies and holds Buyer, defend the Companies and hold the AEC Subsidiary and their officers, directors, Affiliates, shareholders, partners, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses but specifically excluding consequential, punitive and other special damages regardless of legal theory) (collectively, “Losses”) that the Purchaser Buyer Indemnified Parties suffer or incur, or become subject to, as a result of, arising out of from or relating toin connection with: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach or inaccuracy of any of the representations and warranties made by the Companies or failure to perform any covenant or agreement of Seller contained in this Agreement or Agreement, taking into account all pre-closing supplements and amendments to the Schedules delivered in accordance with Section 5.4; (ii) any Access Breach failure of Seller or the Seller Parent Guarantor to carry out, perform, satisfy and discharge any of its covenants or agreements under this Agreement that are required to be performed following the Closing; and (as defined in the Transition Services Agreement and subject iii) all Environmental Liabilities arising out of or relating to the terms and conditions set forth thereinBusiness Operations or ownership, use or operation of the Real Property, the Facilities or any other presently or past owned property by the Companies or AEC Subsidiary, to the extent such Environmental Liabilities were incurred or otherwise arose on or before the Closing Date (the “Pre-Closing Environmental Liabilities”); (c) , including without limitation, (i) any Taxes of Seller for Environmental Condition, Environmental Claim or Environmental Noncompliance, in any Tax period, (ii) any Taxes of any of case to the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, extent first occurring or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or in existence prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 ; (ii) fines or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable penalties assessed by any of the Acquired Companies, as a transferee Governmental Authority for any Environmental Noncompliance first occurring or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or in existence prior to the Closing Date; (iii) those relating to the shipment, transfer, treatment, storage, disposal, recycling, management or Release of Hazardous Materials or Petroleum Products generated, handled or used as a result of or in connection with any Business Operations at the Real Property or any fee owned or lease property previously owned and leased and subsequently conveyed or relinquished to a third party or any real property exclusively owned by a third party (vsuch as a third party owned or controlled waste recycling, storage, treatment or disposal site), in any case to the extent first occurring or in existence prior to the Closing Date; and (iv) any payments the obligations and costs of Remediation or other damages that have been incurred or required or are being incurred or required to be compensated under any Tax allocationEnvironmental Laws because of Environmental Claims, sharing, Environmental Conditions or similar agreement entered into Environmental Noncompliance to the extent first occurring or binding on any in existence prior to the Closing Date. (b) All representations and warranties of the Acquired Companies and Seller in this Agreement shall survive until the Indemnification Termination Date; provided, however, that (i) the Fundamental Representations shall survive indefinitely, (ii) the Pre-Closing Environmental Liabilities arising as a consequence of activities emanated from or directly associated with Business Operations on the Real Property and/or Facilities shall survive for fifty-four (54) months from the Closing Date, and (iii) the Pre-Closing Environmental Liabilities arising as a consequence of activities not emanated from or directly associated with Business Operations on the Real Property and/or Facilities (as an example, Pre-Closing Environmental Liabilities for Releases at disposal sites or drum cleaning sites) shall survive for ten (10) years from the Closing Date. All covenants and agreements of Seller and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in each case, other than accordance with their terms. The Buyer Indemnified Parties shall have the right to the extent such Taxes are specifically included be indemnified and held harmless under (i) Section 8.1(a)(i) in the calculation respect of the Final Net Working Capital;representations and warranties of the Companies or Seller only if such right is asserted in writing on or before the Indemnification Termination Date, and (ii) Section 8.1(a)(iii) only if such right is asserted within, as applicable, fifty-four (54) months or ten (10) years after the Closing, each in accordance with the terms of this Agreement; provided that Fundamental Representations, and their associated timeline to be asserted, survive indefinitely. (c) The Buyer Indemnified Parties may only assert a claim for indemnification against Seller for any matter not involving a third party by giving written notice to Seller specifying in reasonable detail the basis for such claim. (d) Seller may, but shall not be required to, procure (either before or after Closing) at its sole cost and expense an environmental insurance policy on which both Seller and Buyer are named and/or additional insureds, on commercially reasonable terms and conditions reasonably acceptable to both Seller and Buyer (the “Environmental Insurance Policy”). If the Environmental Insurance Policy has been issued and is outstanding, prior to seeking or obtaining indemnification with respect to Pre-Closing Environmental Liabilities pursuant to Section 8.1(a)(iii) for costs covered under such Environmental Insurance Policy above any applicable retention or deductible set forth in such Environmental Insurance Policy, Buyer, on behalf of itself and the other Buyer Indemnified Parties, agrees first to (a) timely tender such claim for Pre-Closing Environmental Liabilities for coverage under any such Environmental Insurance Policy to the insurer that issued such coverage (the “Environmental Insurer”), and (b) to exercise commercially reasonable diligence, and utilize commercially reasonable efforts, to obtain coverage for such Pre-Closing Environmental Liabilities in compliance with the terms and conditions of such Environmental Insurance Policy. Seller shall cooperate with Buyer on a commercially reasonable basis, to the extent requested by Buyer, with respect to any such claim for insurance coverage, and Seller shall independently have the right, at its sole discretion, to seek coverage under such Environmental Insurance Policy for Pre-Closing Environmental Liabilities with respect to costs incurred by Seller or otherwise. Buyer and Seller agree that any such Environmental Insurance Policy shall provide first recourse coverage with respect to any Pre-Closing Environmental Liabilities, subject to any applicable policy retentions or deductibles, and that any Seller indemnification obligations pursuant to Section 8.1(a)(iii) shall to be excess of any coverage provided by such Environmental Insurance Policy or any other insurance or indemnification applicable to such Pre-Closing Environmental Liabilities. If and to the extent the Environmental Insurer (i) denies a claim for coverage tendered by Buyer, notwithstanding Buyer’s commercially reasonable diligence and efforts in pursuing coverage for such claim, or (ii) does not acknowledge its obligation to provide coverage for such claim within 120 days after its receipt of notification of such claim (collectively, an “Unresolved Insurance Claim”), Buyer may proceed to assert a claim for indemnity under Section 8.1(a)(iii) with respect to Pre-Closing Environmental Liabilities in excess of any applicable retentions or deductibles in the Environmental Insurance Policy. To the extent Buyer submits such a claim for indemnification pursuant to Section 8.1(a)(iii) after such denial or delay, Buyer, upon receipt of payment of the Indemnified Liabilities; and/orclaim, at Seller’s request, shall assign to Seller such applicable Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities indemnified pursuant to Section 8.1(a)(iii), and otherwise shall assist and cooperate with any Seller efforts to recover under any Environmental Insurance Policy with respect to such Unresolved Insurance Claim. In the event that, Buyer receives any proceeds from an Unresolved Insurance Claim with respect to Pre-Closing Environmental Liabilities for which it has received payment from Seller for a claim for indemnification pursuant to Section 8.1(a)(iii), Buyer, upon receipt of such insurance proceeds, shall promptly transfer the amount of such insurance proceeds to Seller in cash by wire transfer of immediately available funds to the account(s) designated by Seller in writing. (e) Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 8.1(a)(i) unless and until the amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties thereunder first exceeds $1,000,000 (the “Deductible”), in which event all amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification; provided, however, that Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties under Sections 8.1(a)(i) and (iii) shall not exceed $12,000,000 (the “Cap”). Losses for breaches or inaccuracies of the Fundamental Representations shall not be subject to the Deductible or the Cap, but in no event shall exceed the Purchase Price. Losses under Section 8.1(a)(iii) shall not be subject to the Deductible but shall be subject to the Cap. The aggregate amount of insurance proceeds received by the Buyer Indemnified Parties under any actual fraud Environmental Insurance Policy pursuant to Section 8.1(d) shall also be credited towards satisfaction of the Cap and shall also be credited towards the Escrow Account to the extent set forth in Section 8.4(b). Once Buyer has received indemnity proceeds from any combination of the Escrow Account or Seller that equals the Cap, Seller shall have no further liability to Buyer pursuant to Sections 8.1(a)(i) and (iii), except with respect to the Fundamental Representations, the Buyer Indemnified Parties agree to surrender to Seller any and all of their right, title and interest in and to the Environmental Insurance Policy and execute such documentation as may be required by Seller or the insurer thereunder to effectuate such surrender. The Deductible and the Cap shall not apply to any of Seller’s indemnification obligations under Section 8.1(a)(ii), but in no event shall Seller’s aggregate obligation to indemnify the Acquired Companies prior to or as Buyer Indemnified Parties under Section 8.1(a)(ii) exceed the Purchase Price. (f) Notwithstanding any other provision of this Agreement, none of the ClosingBuyer Indemnified Parties shall be entitled to, and the Buyer Indemnified Parties shall be deemed to have waived all claims and rights to, indemnification hereunder for any Losses to the extent that reserves or accruals have been established or reflected on the Final Balance Sheet for the Losses for which indemnification is sought. All Losses claimed by a Buyer Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 and, by making a claim for indemnification under this Article VIII, Buyer, on behalf of itself and the other Buyer Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses. (g) For purposes of determining whether the thresholds in this Section 8.1 have been surpassed and/or determining the amount of any Losses subject to indemnification under this Section 8.1, all “material,” “Material Adverse Effect,” “material and adverse” or similar materiality type qualifications contained in any representations and warranties shall be disregarded; provided, however, that (i) such qualifications contained in Section 3.10 shall not be disregarded for such purposes and (ii) when such qualifications are used in a definitional manner (e.g., Material Contract), such qualifications shall not be disregarded.

Indemnification by Seller. Subject to the other provisions of this Article XSection 9.2 hereof, Seller and the Shareholders (but, as to the Shareholders, only to the extent provided in the last sentence of Section 8.4 hereof), jointly and severally, agree to defend, indemnify and hold Purchaser, its officers, directors, agents, representatives, subsidiary and parent entities and affiliates and their successors and assigns, harmless from and against any claim, liability, expense, loss or other damage ("Claims") (including, without limitation, reasonable attorneys fees and expenses) in respect of: (a) any and all Claims, resulting from a determination that the sale of the Transferred Assets hereunder is ineffective against any creditor of Seller or Holdings or any taxing authority or other entity asserting any similar claim against Seller or Holdings (excluding any such Claim arising out of Purchaser's failure to pay any Assumed Liability); (b) any and all Claims resulting from any material misrepresentation or material breach of a warranty or material violation of any covenant made by Seller hereunder, or in any Schedule or other instrument or document furnished or to be furnished by Seller hereunder, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)documents furnished at Closing; (c) any and all Claims relating to (i) any Taxes liabilities or obligations of Seller for any Tax period, or Holdings that are not on the list of Assumed Liabilities in Schedule 2.1 or (ii) any Taxes of any Seller's conduct of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, Business or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or otherwise prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or including, without limitation, any analogous or similar stateClaims arising from any act, localoccurrence, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring failure to act which occurs prior to or on the Closing Date, including, without limitation, any Claims arising in connection with any products manufactured and sold by Holdings or by Seller prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;; and (d) any of and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any item to which the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingforegoing indemnity relates.

Indemnification by Seller. Subject to Seller hereby agrees upon the other provisions of this Article Xterms, including, without limitation, conditions and limitations and in accordance with the recovery limitations procedures set forth in Section 10.8this Article 13, to defend the Seller shall indemnify, defend Indemnitees from and against any Loss or Losses asserted against any Seller Indemnitee and to indemnify and hold harmless the Purchaser Indemnified Parties Seller Indemnitees for all actual Loss or Losses imposed upon or incurred by any of the Seller Indemnitees, in either case arising from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of representation or failure to perform warranty, or non-fulfillment of any covenant or agreement of agreement, by Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject certificate, schedule, list or other document delivered by Seller to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax periodBuyer pursuant to this Agreement, (ii) any Taxes employment contracts between Seller or any of its affiliates and any individual providing services to any of the Acquired Companies for the Pre-Closing Tax Period, or (iii) any Taxes enforcement of any member of an affiliatedthis indemnity. Notwithstanding anything in this Agreement to the contrary, consolidatedSeller shall not be required hereunder to indemnify, combineddefend or hold Seller Indemnitees, or unitary group of which any of the Acquired Companies (their affiliates or any predecessor other Person or entity harmless from or against any Losses arising from or relating to (A) insurance or reinsurance losses or loss adjustment expenses (including reserves in respect thereof) is or was a member on or prior ), except to the Closing Date, including pursuant to Treasury Regulation extent specifically provided in Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date13A, or (vB) any payments under any Tax allocationTaxes, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than except to the extent such Taxes are specifically included provided in the calculation of Section 13.8, or (C) any Losses reflected on the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingClosing Balance Sheet.

Indemnification by Seller. Subject to the other provisions of this Article XXIII, includingfrom and after the Closing, without limitationSeller will indemnify and hold Buyer, TAMUS, and their respective trustees, regents, directors, officers employees, agents and representatives (collectively, the recovery limitations set forth "Buyer Indemnified Parties") harmless from, against and in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, respect of any and all Losses incurred claims, demands, lawsuits, proceedings, losses, judgments, restitution, assessments, Taxes, costs of abatement, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages, including interest, penalties, reasonable attorneys' fees and costs and costs of investigation (all of the foregoing hereinafter referred to collectively as "Indemnity Claims"), which arise or suffered by result from and to the Purchaser Indemnified Parties arising out of or relating extent they are attributable to: (a) any the breach of or inaccuracy in any representation or warranty of made by Seller contained in Article III or Article IV of pursuant to this Agreement; (ib) any the breach of of, or failure to perform perform, any covenant of the covenants, commitments, agreements or agreement obligations of Seller under or contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein)Agreement; (c) (i) any Taxes of Seller for any Tax periodthe use, (ii) any Taxes of any ownership, or operation of the Law School, the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combinedAssets, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Premises prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/orExcluded Assets; (e) any actual fraud Tax claim asserted against Buyer with respect to any Taxes relating to the Acquired Assets or the operations of Seller or any of the Acquired Companies attributable to periods prior to Closing; any WARN Act and similar state or local law Liability that may result from an employment loss, as defined by 29 U.S.C. Section 2101(a)(6), caused by any action of the Seller prior to Closing; or (g) any other Liabilities of Seller, other than Assumed Obligations.

Indemnification by Seller. Subject From and after Closing and subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8XII, Seller shall indemnify, defend indemnify and hold harmless Buyer, its Representatives, Affiliates, successors and permitted assigns (collectively, the Purchaser Indemnified Parties “Buyer Indemnitees”) from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses actually incurred or suffered by the Purchaser Indemnified Parties arising out of or relating toa Buyer Indemnitee, and directly resulting from: (a) any representations and warranties made by Seller in this Agreement not being true and correct when made or when required by this Agreement to be true and correct, or any breach or default by Seller in the performance of its covenants, agreements, or inaccuracy in any representation obligations under this Agreement or warranty of Seller contained in Article III or Article IV of this Agreementthe Employee Agreement required to be performed prior to Closing; (ib) any breach or default by Seller in the performance of its covenants, agreements, or failure to perform any covenant or agreement of Seller contained in obligations under this Agreement or (ii) any Access Breach (as defined in the Transition Services Employee Agreement and subject required to the terms and conditions set forth therein)be performed after Closing; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of Seller’s failure to perform or satisfy any of the Acquired Companies for Retained Liabilities and all liabilities associated with the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;Excluded Assets; and (d) any amount required to be reimbursed by the Business to ▇▇▇▇▇▇▇▇ Development Company, Inc. (“▇▇▇▇▇▇▇▇”) pursuant to the third paragraph in Section 4.1 of the Indemnified Liabilities; and/or Gas Main Extension Deposit Agreement, dated November 22, 2005, between ▇▇▇▇▇▇▇▇ and the Business (ethe “Main Extension Agreement”) (and any actual fraud similar successor provision thereto). Notwithstanding the foregoing, Seller shall not be liable to the Business for any liabilities or losses under this Section 12.1(d) for any reimbursements of Seller or any Project Costs pursuant to the third paragraph in Section 4.1 of the Acquired Companies prior Main Extension Agreement caused by the action or inaction or the Business’s or Business’ failure to or as deliver landfill gas in breach of the ClosingFirm Transportation Agreement (the “Transportation Agreement”) between the Business and PEI Power Corporation.

Indemnification by Seller. Subject to the other provisions of this Article XSection 9.5, including, without limitationSeller hereby agrees to indemnify and hold Purchaser, the recovery limitations set forth in Section 10.8Companies, Seller shall indemnifyand their respective directors, defend officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and hold permitted assigns harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred based upon or suffered by the Purchaser Indemnified Parties arising out of or relating toof: (a) subject to Section 9.1(a), any breach of any of the representations or inaccuracy in any representation or warranty of warranties made by Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement as of the date hereof and at and as of the Closing Date (ignoring for purposes of this Section 9.2(a), any materiality or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth Material Adverse Effect qualifier therein); (b) the breach of any covenant on the part of Seller; (c) any existing or threatened action, suit or proceeding identified or required to be identified on Schedule 5.6; and (d) (i) the breach by Seller, CFLD, UFC2 or any Taxes of Seller for any Tax period, (ii) any Taxes their Affiliates of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or Securitization Documents prior to the Closing, (ii) the failure of Seller, CFLD, UFC2 or any of their Affiliates to comply prior to the Closing with any requirement with respect to bankruptcy remoteness, legal (not accounting or tax) corporate separateness or any requirement with respect to the activities of CFLD or UFC2 contained in each caseany of the Securitization Documents or organizational documents of CFLD or UFC2 or (iii) the breach of any Applicable Law by Seller, other than CFLD, UFC2 or any of their Affiliates prior to the Closing that has an adverse effect on the financial condition of CFLD or UFC2 or the transactions contemplated by the Securitization Documents. For purposes of this Section 9.2(d), Losses shall be reduced (A) to the extent that such Taxes are specifically included in Losses can be satisfied with any available assets of CFLD, (B) by any amounts recoverable by CFLD or Purchaser or any of its Affiliates pursuant to third-party guarantees, and (C) by the calculation adverse effect on such assets or guarantees resulting from any breaches, failures or violations of the Final Net Working Capital; nature described in clauses (i) through (iii) of this subsection (d) any of by Purchaser, the Indemnified Liabilities; and/or (e) any actual fraud of Seller Companies or any of the Acquired Companies prior to or as of their Affiliates after the Closing.

Indemnification by Seller. (a) Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8XI, Seller shall indemnify, defend indemnify and hold harmless Purchaser and its Affiliates, together with their respective members, directors, officers, employees, agents, successors and permitted assigns (the “Purchaser Indemnified Parties Parties”) harmless from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses damages, penalties, judgments, demands, claims, actions, Liabilities, penalties, Expenses, obligations or losses (collectively, “Losses”) incurred or suffered by the a Purchaser Indemnified Parties arising out of Party based upon, attributable to or relating toresulting primarily from: (ai) any breach the failure of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained set forth in this Agreement to be true and correct at the Closing Date (without giving effect to any materiality or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions Material Adverse Effect qualifiers set forth therein, other than those set forth in Section 5.16(b)); (cii) (i) the breach of any Taxes covenant or other agreement on the part of Seller for any Tax period, (ii) any Taxes of any of under this Agreement to be performed prior to the Acquired Companies for the Pre-Closing Tax Period, Closing; (iii) any Taxes Excluded Asset or any Excluded Liability (other than any Liability of Seller to Purchaser for breach of any member covenant of an affiliatedSeller under this Agreement to be performed after the Closing, consolidatedwhich Liability of Seller and remedy of Purchaser is not limited by Article XI, combinedexcept for the breach of the covenants in Section 8.19 and any Environmental Compliance Matters not completed prior to the Closing, or unitary group all of which any shall remain Excluded Liabilities subject to indemnification by Seller) or Seller’s operation of the Acquired Companies (or any predecessor thereof) is or was a member on or Business prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar stateother than as set forth in Sections 2.3(a), local2.3(b), or foreign Law, 2.3(e) and 2.3(g); and (iv) all Liabilities under Seller’s Medicare or Medicaid provider numbers and related provider agreements used in the Business referred to in Section 2.1(p), including (i) any Taxes of any Person imposed on obligations under such Medicare or payable by any of the Acquired CompaniesMedicaid provider numbers and agreements for overpayments (or settlements in respect thereof), as a transferee or successorif any, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to for periods ending before the Closing Date, Date and other Liabilities otherwise arising under such Medicare or Medicaid provider numbers and provider agreements out of events occurring before the Closing Date and (vii) any payments required to be made by Purchaser under any Tax allocationthe Medicare Agreement and the Medicaid Agreement, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or in each case arising from periods prior to the Closing, in each case, other than . (b) Purchaser acknowledges and agrees that Seller shall not have any liability under any provision of this Agreement for any Loss to the extent that such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller Loss arises from an action or a failure to act by Purchaser or any of its Affiliates after the Acquired Companies prior Closing Date. Purchaser shall take and shall cause its Affiliates (and shall use commercially reasonable efforts to cause the other Purchaser Indemnified Parties) to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or as of does, give rise thereto, including incurring costs and expenses only to the Closingminimum extent necessary to remedy the breach which gives rise to the Loss.

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X11, (including, without limitationspecifically, the recovery survival periods set forth in Section 11.4 and the limitations set forth in Section 10.811.5), Seller shall indemnifyParent and Seller, defend jointly and severally, hereby agree to defend, indemnify and hold harmless Purchaser, its Affiliates and their respective directors, officers, employees, agents, advisors and representatives (collectively, the "Purchaser Indemnified Parties Parties"), from and against, against and pay or reimburse the Purchaser Indemnified Parties for, for any and all Losses claims, actions, liabilities, obligations, damages, Taxes, fines, proceedings and deficiencies and any and all out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements and costs of investigation (individually a "Loss" and collectively "Losses"), incurred or suffered by the Purchaser Indemnified Parties arising out of or relating toin connection therewith, which arise by reason of: (a) any an inaccuracy or breach of any of the representations or inaccuracy in any representation or warranty warranties of Seller contained in Article III or Article IV of this AgreementParent set forth herein; (ib) any breach or default by Seller or Parent of any of its covenants or failure to perform any covenant or agreement of Seller contained agreements set forth in this Agreement Agreement, except for the covenants or (iiagreements under Sections 11.1(a) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein);or 11.1(c) hereof; or (c) (i) any Taxes of Seller for any Tax periodEnvironmental Claims, (ii) any Taxes of any of but only to the Acquired Companies for extent attributable to circumstances or conditions relating to the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combinedCompany's businesses or properties existing, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member events occurring, on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 ; or any analogous Environmental Claims to the extent relating to any business, wholly or similar state, localpartially-owned subsidiary, or foreign Law, (iv) any Taxes property owned or operated of any Person imposed on or payable by any of the Acquired Companies, as a transferee Company or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or Seller prior to the Closing Date, that is not owned, used or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding operated by the Company on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingClosing Date.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8this Article IX, from and after the Closing, each of Seller shall indemnify, defend and the Seller Guarantor agrees to indemnify and hold harmless Purchaser, each of its Affiliates and each of their respective Representatives (collectively, the “Purchaser Indemnified Parties Persons”) harmless from and against, and reimburse the Purchaser Indemnified Parties for, in respect of any and all Losses incurred or suffered by the Purchaser Indemnified Parties that they may incur arising out of of, relating to or relating toresulting from: (a) A. any breach of or inaccuracy in of any representation representations or warranty warranties of Seller set forth in Article IV or the certificate delivered pursuant to Sections 7.2(c); B. any breach or failure of Seller or its Affiliates to perform any of its covenants or other agreements contained in Article III or Article IV of this Agreement; (i) C. any breach of Liabilities for Excluded Taxes; D. any claim by any Person arising from or failure related to perform any covenant act or agreement omission of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member that occurred on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 any claim for Losses arising from or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior related to the Closing Date, Transferred Assets or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies Business at or prior to the Closing; E. any fraud or intentional breach of this Agreement; F. any Excluded Asset or any Excluded Liability (including any Excluded Asset or Excluded Liability that becomes a Liability of Purchaser or its Affiliates under any bulk transfer Law, in each case, other than common law doctrine of de facto merger or successor liability or otherwise by operation of Law and without regard to the extent fact that any such Taxes are specifically included Excluded Asset or Excluded Liability may be disclosed in the calculation of the Final Net Working Capital; (d) Disclosure Schedules or any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller documents included or referred to therein or otherwise known to Purchaser or any of the Acquired Companies prior to or its Affiliates as of the Closing); and G. any breach or inaccuracy of any representations or warranties of Seller set forth in the first sentence of Section 4.14(d), Section 4.14(e) and Section 4.14(p).

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth stated in Section 10.812.07, Seller shall indemnify, defend defend, and hold each of Arch Ohio and the Purchased Business and their respective successors, permitted assigns, shareholders, directors, officers, employees, and other affiliates (collectively, "Arch Ohio's Indemnified Persons") harmless the Purchaser Indemnified Parties from and againstagainst any loss, damage, liability, claim, action, cause of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, costs, and reimburse expenses including, but not limited to, attorneys', accountants', investigators' and experts' fees and expenses, each reasonably sustained or incurred in connection with the Purchaser Indemnified Parties fordefense or investigation of any such claim (collectively "Damages"), any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or in any way relating to: (aA) any Any misrepresentation in or breach of the representations and warranties of Seller or inaccuracy the failure of Seller to perform any of its covenants or obligations contained in this Agreement or in any representation instrument or warranty of document furnished or to be furnished by Seller contained pursuant to this Agreement or in Article III or Article IV of connection with the transactions contemplated by this Agreement; (iB) any breach of Any liabilities, obligations, claims, suits or failure to perform any covenant proceedings asserted by third parties due to, arising out of, or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any by reason of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any operation of the Acquired Companies (or any predecessor thereof) is or was a member on or Purchased Business prior to the Closing Date; (C) The failure by Seller to discharge when due any Excluded Liability; (D) Any actions, including pursuant to Treasury Regulation Section 1.1502-6 claims, suits or any analogous proceedings asserted by third parties alleging personal injury or similar stateproperty damage due to, localarising out of, or foreign Lawby reason of the design, (iv) any Taxes manufacture, or use of any Person imposed on or payable by any products of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or Purchased Business prior to the Closing Date, ; (E) Any workers' compensation claims of any employee or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any former employee of the Acquired Companies at or AGI arising from events occurring prior to the ClosingClosing Date; (F) Any environmental claim under any Environmental Laws, in each caseincluding, other than but not limited to, investigation, remediation, or removal of any contaminant under any Environmental Laws, arising out of or based upon the operation of the Purchased Business prior to the Closing Date; and, (G) All claims, investigations, actions, suits, proceedings, demands, assessments, judgments, costs, and expenses, including reasonable attorneys' fees and expenses (incurred thereon at trial and upon appeal), incident to the foregoing. Seller shall be obligated to indemnify Arch Ohio only to the extent such Taxes are specifically included the above amounts exceed the proceeds of insurance, if any, paid to Buyer covering the claims or recoveries from third parties, and Arch Ohio covenants and agrees to pursue in the calculation of the Final Net Working Capital; (d) good faith and with reasonable diligence any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingclaims available under applicable insurance policies.

Indemnification by Seller. Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Paragraphs 9.(b) and (f), Seller shall indemnify, defend agrees to indemnify and hold Buyer harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses Damages (as defined in Paragraph 9.(d)) incurred by Buyer or suffered by the Purchaser Indemnified Parties which Buyer may sustain at any time arising out of or relating toby reason of: (a1) any The inaccuracy or breach of any of the Representations made by Seller in or pursuant to this Agreement (with Damages associated with such inaccuracy in or breach to be determined without giving effect to any representation or warranty of Seller contained in Article III or Article IV of this Agreementmateriality qualification); (i2) any breach of or Any failure by Seller to perform any obligation or comply with any covenant or agreement of Seller contained specified in this Agreement or in any other document executed at Closing; (3) Any claim (i) for wages or fringe benefits made by any employee of Company with respect to the period ending immediately preceding the Closing Date (except as may be accrued as Closing Liabilities); (ii) any Access Breach (as defined in the Transition Services Agreement and subject for severance payments or other liabilities with respect to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes termination of any employees of Company, provided such payments or liabilities arose from events occurring prior to the Acquired Companies for the Pre-Closing Tax Period, Date; or (iii) any Taxes with respect to the injury or death of any member such employee arising out of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or events occurring prior to the Closing Date, subject to the parties’ obligations under Section 7; (4) Any claim (including, without limitation, claims alleging death or injury to persons or damage to property), whether based in tort, contract or otherwise resulting from or caused by any product made, sold, or service provided, by Company prior to the Closing Date; (5) Any Company debt, obligation or liability, whether known or unknown, fixed or contingent, of any nature whatsoever before the Closing Date, including pursuant but not limited to all taxes and environmental liabilities (including those relating to the Ashland Facility) of any nature, other than Permitted Exceptions; (6) Any liability or obligation arising out of (A) the termination of employment of any employee by Company on or prior to the Closing, or (B) any Benefit Plan; or (7) Any several liability of Company under Treasury Regulation Section 1.1502-6 promulgated by the Department of Treasury (“Treasury Regulation”) or any analogous under any comparable or similar provision under state, local, local or foreign Law, (iv) tax laws or regulations for any Taxes of any Person imposed period ending on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to before the Closing Date, . Seller agrees that it shall not have any claim or right of indemnification or contribution or any other right of recourse against Company with respect to Damages and Seller waives and releases any and all such claims and right. Seller further agrees that the indemnities set forth in clauses (v3) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any through (7) above shall not be affected by disclosures which relate thereto and are contained in the Exhibits. Seller and Buyer agree that its indemnity rights pursuant to this Paragraph 9.(b) shall be available if and only if the claim for indemnification is made in accordance with Paragraph 9.(e) within the following periods of the Acquired Companies at or prior Closing Date: Paragraphs (b)(3) and (6) within 2 years. Paragraphs (b)(4) within five years. Paragraph (b)(5) within five years, except all environmental matters. Paragraphs (b)(5) as to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation environmental matters and (b)(7) within 90 days of the Final Net Working Capital; (d) any expiration of the Indemnified Liabilities; and/or (estatute of limitations. Any claim that an item breaches more than one provision of Paragraph 9.(b) any actual fraud of Seller or any of shall be deemed to fall into the Acquired Companies prior to or as of preceding category that has the Closinglongest survival period.

Indemnification by Seller. (a) Subject to the other provisions effectiveness of this Article X, including, without limitation, the recovery Closing upon the Effective Date and the limitations set forth of Section 8.02(b) and the adjustments provided for in Section 10.88.02(c), Seller shall indemnify, defend and will hold harmless the Purchaser, its successors, and assigns and their respective officers, directors, employees, agents, shareholders and Affiliates (collectively, the "Purchaser Indemnified Parties") against any loss, liability, deficiency, damage, expense or costs (including reasonable legal fees and expenses) (collectively, "Losses"), which Purchaser Indemnified Parties from and againstmay suffer, and reimburse the Purchaser Indemnified Parties forsustain, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating become subject to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; , (i) prior to any breach applicable termination date, as a result of or failure to perform any covenant or agreement misrepresentation in any of the representations and warranties of Seller contained in this Agreement or (ii) in any Access Breach (as defined in the Transition Services Agreement and subject exhibits, schedules, certificates or documents delivered or to be delivered by or on behalf of Seller pursuant to the terms and conditions set forth thereinof this Agreement (the "Related Documents"); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any Claims or threatened Claims arising out of the Acquired Companies for actions or inactions of the Pre-Company with respect to the Business prior to the Date of Closing, excluding however, any Claims arising or resulting from or related to the Transferred Projects (other than warranty claims with respect to the Transferred Projects identified in Schedule 1.03) regardless of whether such Claims result from actions or inactions of Seller or the Company taken or failed to be taken prior to Closing Tax Periodor from actions or inactions of Purchaser or Seller (other than actions of Seller in violations of Article IV hereof) taken or failed to be taken after the Date of Closing, or (iii) any Taxes as the result of any member of an affiliated, consolidated, combinedbreach of, or unitary group of which failure to perform any agreement of the Acquired Companies Seller contained in this Agreement (or any predecessor thereofthe Losses described in clauses (i) is or was a member on or prior through (ii) hereof are collectively referred to herein as "Purchaser Losses"). (b) Seller shall be liable to the Closing DatePurchaser Indemnified Parties for any Purchaser Losses only if the aggregate amount of all Purchaser Losses exceeds $200,000 (the "Deductible"), including pursuant in which case Seller shall only be obligated to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any indemnify Purchaser for Purchaser Losses in excess of the Acquired CompaniesDeductible and, as a transferee or successorthen, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than only to the extent such Taxes are specifically included indemnification payable by Seller under this Section 8.02 does not in the calculation aggregate exceed $4,000,000. (c) Notwithstanding anything contained herein to the contrary, the amount for which a Purchaser Indemnified Party is entitled to indemnification hereunder for Purchaser's Losses shall be reduced by the amount of any and all actual tax benefits, amounts recovered under insurance policies, insurance loss funds or insurance deposits (net of deductibles and incidental expenses) and further reduced by recovery of any setoffs or counterclaims realized by the Final Net Working Capital;Purchaser Indemnified Party that are measurable in dollars with reasonable certainty (net of cost and expenses of recovering such amounts). (d) For the purposes of determining Purchaser Losses, the Seller's representations and warranties in Article II hereof, shall be deemed to be made without reference to any of the Indemnified Liabilities; and/ormateriality qualifications, including, without limitation Material Adverse Effect qualifications. (e) any actual fraud of Seller hereby agrees to indemnify Purchaser from the Seller Liabilities set forth in Section 1.03 hereof without regard to the limitations set forth in subsection 8.02(b) or any of to the Acquired Companies prior to or as of the Closingtime limits specified in Section 8.01 hereof.

Indemnification by Seller. Subject to From and after the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing, Seller shall agrees to indemnify, defend and hold save Buyer and its respective Affiliates and each of its respective officers, directors, employees, agents and fiduciaries (each, a “Buyer Indemnified Party”), forever harmless the Purchaser Indemnified Parties from and against, and to pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for (in either case within ten days of its receipt of notice in accordance with the Purchaser terms of this Article from any Buyer Indemnified Parties forParty), any and all Losses liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) actually sustained or incurred or suffered by the Purchaser any Buyer Indemnified Parties Party relating to, resulting from, arising out of or relating tootherwise by virtue of any of the following: (a) any misrepresentation or breach of or inaccuracy in any a representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Transaction Documents by Seller, or non-compliance with or breach by Seller of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by Seller or any of its Affiliates; (b) the ownership and subject operation of the Assets and the Excluded Assets, on or prior to the terms and conditions set forth thereinClosing Date (including without limitation obligations under the Assumed Contracts accruing prior to the Closing); (c) any Tax liability of Seller; (id) any Taxes violations of Seller for any Tax periodor obligations under Environmental and Safety Requirements relating to acts, (ii) any Taxes of any of omissions, circumstances or conditions to the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, extent existing or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member arising on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 whether or any analogous not such acts, omissions, circumstances or similar state, local, or foreign Law, (iv) any Taxes conditions constituted a violation of any Person imposed on or payable by any of the Acquired Companies, Environmental and Safety Requirements as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, then in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilitieseffect; and/orand (e) any actual fraud claim for payment of Seller fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any of alleged agreement between the Acquired Companies prior to or as of the Closingclaimant and Seller.

Indemnification by Seller. Subject SELLER, as an Indemnifying Party, hereby agrees to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser DIGITAL, as an Indemnified Parties Party, from and against all Damages asserted against, and reimburse the Purchaser Indemnified Parties forimposed upon or incurred by DIGITAL, any and all Losses incurred directly or suffered indirectly, by the Purchaser Indemnified Parties arising out reason of or relating to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; resulting from (i) any breach or inaccuracy of any representation, warranty or failure to perform any covenant or agreement of Seller contained SELLER set forth in this Agreement or in the Related Agreements, in the Exhibits and Schedules hereto, or in any closing deliveries or certificates required to be provided by SELLER pursuant to this Agreement, or any breach of any other agreement or obligation of SELLER contained in or made pursuant to this Agreement or any of the Related Agreements; (ii) any Access Breach (as defined in the Transition Services Agreement conduct and subject to operation of SELLER's business on or before the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, Date; (iii) any Taxes the sale, license, use or operation of the Assets on or before the Closing Date; (iv) the employment of the Transferred Employees on or before the Closing Date or the termination of any member of an affiliated, consolidated, combined, or unitary group of which any retained employee's employment by SELLER as a result of the Acquired Companies consummation of the transactions contemplated hereby; (v) occurrences relating to the Assumed Contracts which arise prior to the Closing Date; (vi) liabilities of SELLER for any Taxes, including without limitation arising as a result of the transactions contemplated by this Agreement or any predecessor thereof) is the Software License Agreement or was a member the conduct or operation of SELLER's business on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, ; and (ivvii) any Taxes of any Person imposed on or payable Excluded Liabilities. The Indemnified Party may make a claim for indemnification hereunder by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior giving written notice to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding Indemnifying Party specifying the basis on any of which the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingindemnification claim is made.

Indemnification by Seller. Subject Seller agrees to indemnify Purchaser hold it harmless from any and all claims, losses, liabilities, actions or causes of action, assessments, fines, damages, penalties, costs or expenses (including reasonable attorneys' fees) (collectively, "Purchaser Losses") which Purchaser, or any of its officers, directors, parents or subsidiaries or other affiliates (all of which are included in the other provisions term "Purchaser" for purposes of this Article X12), includingmay incur, without limitationsuffer, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred become liable for or suffered by the Purchaser Indemnified Parties arising out pay as a result of or relating to: in connection with (a) any the inaccuracy or breach of or inaccuracy in any agreement, covenant, representation or warranty of Seller contained in Article III or Article IV of this Agreement; , any Exhibit or Schedule or other document or agreement to be delivered pursuant hereto occurring or developing during the period of survival of such agreement, covenant, representation or warranty, provided that written notice thereof is given to Seller before the expiration of any applicable period of survival; (ib) non-compliance with any breach applicable bulk sales law, registration of bills of sale law, or other applicable law for the protection of creditors, except for such Purchaser Losses, resulting from Purchaser's failure to perform pay or discharge in due course any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); Assumed Liability; (c) any assertion against Purchaser of any claim or liability of Seller not expressly assumed hereunder by Purchaser pursuant to paragraph 2.2 (iincluding, but not limited to any amounts for which Seller is responsible pursuant to paragraph 2.3); (d) unless expressly assumed by Purchaser hereunder, the assertion against Purchaser by any person, firm, corporation or Governmental Entity of any obligation or liability of Seller relating to periods prior to, or existing on, the Closing Date and thereafter accrued, including without limitation, tax claims or liabilities; (e) any Taxes amounts paid in good faith by Purchaser to or charged to Purchaser by its customers in respect of goods purchased by Seller's customers on or before the Closing Date; (f) the failure of Seller for any Tax period, (ii) any Taxes to obtain necessary consents to assignment of any of the Acquired Companies for the Pre-Closing Tax Period, Purchased Assets; or (iiig) any Taxes of any member of an affiliatedand all actions, consolidatedsuits, combinedproceedings, or unitary group of which claims, demands, assessments, judgments, costs and expenses incident to any of the Acquired Companies (foregoing or in enforcing this indemnity. Purchaser shall give Seller prompt written notice of any predecessor thereof) is claim, suit or was demand which Purchaser believes will give rise to indemnification by Seller under this paragraph; provided, however, that the failure to give such notice shall not affect the liability of Seller hereunder unless the failure to give such notice adversely and materially affects the ability of Seller to defend itself against a member on claim or prior to cure the breach or inaccuracy giving rise to the Closing Dateclaim for indemnification on account thereof. Except as hereinafter provided, including pursuant Seller shall have the right to Treasury Regulation Section 1.1502-6 defend and to direct the defense against any such claim, suit or any analogous or similar statedemand, localat Seller's expense and with counsel of Seller's own choosing, or foreign Lawwhich counsel shall be reasonably satisfactory to Purchaser. Purchaser shall, (iv) any Taxes at Seller's expense, cooperate in the defense of any Person imposed on such claim, suit or payable demand. If Seller, within reasonable time after notice of a claim, fails to defend Purchaser or if the facts giving rise to indemnification hereunder shall involve a possible claim by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller Purchaser or any of its affiliates against a third party, or the Acquired Companies prior facts concern a claim constituting or challenging any material rights or assets of Seller acquired by Purchaser pursuant to this Agreement or as seeking an injunction or other equitable relief against Purchaser or any of the Closing.its affiliates, Purchaser shall be entitled

Indemnification by Seller. Subject From and after the Closing Date (but subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.86.1(A) and Section 6.4), Seller shall indemnify, defend and will hold harmless the Purchaser Indemnified Parties and indemnify Buyer, all Subsidiaries of Buyer and any of Buyer's Representatives (each, a "Buyer Indemnitee") from and against, and will compensate and reimburse each of the Purchaser Indemnified Parties 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 all Losses incurred which arise from or suffered by the Purchaser Indemnified Parties arising out of or relating toas a result of: (aA) any breach of or inaccuracy in or Breach of any representation or warranty made by Seller in this Agreement as of Seller contained in Article III or Article IV the date of this Agreement; Agreement (in each case, (i) after giving effect to any breach of "Material Adverse Effect" or failure to perform other materiality qualification or any covenant similar qualification contained or agreement of Seller contained incorporated directly in this Agreement such representation or warranty, and (ii) without giving effect to any Access Breach (as defined in the Transition Services Agreement and subject update to the terms and conditions set forth thereinDisclosure Schedule pursuant to Section 4.7); (c) (iB) any Taxes of Seller for any Tax period, (ii) any Taxes inaccuracy in or Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty was made on and as of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 except for representations or any analogous or similar statewarranties which address matters as of a particular date, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companiesin which case, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or of such particular date (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, (i) after giving effect to any "Material Adverse Effect" or other than 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 extent such Taxes are specifically included in the calculation of the Final Net Working CapitalDisclosure Schedule pursuant to Section 4.7); (dC) any Liability of the Indemnified Liabilities; and/orSeller that is not an Assumed Liability assumed by Buyer pursuant to Section 1.3; (eD) any actual fraud inaccuracies in the Seller Closing Certificate; or (E) any Breach of any covenant or obligation of Seller or any of the Acquired Companies prior to or as of the Closingunder this Agreement.

Indemnification by Seller. (a) Subject to Closing and the other provisions limitations of this Article X, including, without limitation, Section 8.02(b) and the recovery limitations set forth adjustments provided for in Section 10.88.02(c), Seller shall indemnify, defend will indemnify and hold harmless the Purchaser and its representatives, shareholders, subsidiaries and Affiliates (collectively, the "Purchaser Indemnified Parties from Parties") and against, and will reimburse the Purchaser Indemnified Parties forfor any loss, any liability, claim, damage, expense (including reasonable costs of investigation and all Losses incurred or suffered defense and reasonable attorneys fees and expenses to the extent defense is not provided by the Purchaser Indemnified Parties Seller and, with respect to matters arising out of Contracts that neither constitute Company Liabilities nor relate to Transferred Projects, the reasonable time charges for participation in the defense of such matters by Purchaser's personnel) or relating todiminution of value, whether or not involving a third party claim (collectively, "Losses"), arising from or in connection with: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of any representation or failure to perform any covenant or agreement warranty made by Seller in Article II of Seller contained in this Agreement or Agreement; (ii) any Access Breach breach of any covenant or obligation of Seller in (as defined A) Sections 4.01 through 4.10 of this Agreement and (B) Sections 4.11 through 4.13, Section 11.06 and Article VIII of 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 either of the Companies (or any Person acting on their behalf) in connection with any of the Transition Services Agreement transactions contemplated by this Agreement; (iv) any product or component thereof sold and delivered by or any services provided by, the Companies, prior to the Closing Date other than in connection with the Transferred Projects and subject to the terms and conditions set forth therein)provisions of Section 5.07 hereof; (cv) all Seller Liabilities; and (ivi) any Taxes of Seller for any Tax period, (ii) any Taxes of any claims or threatened claims arising out of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes actions or inactions of any member of an affiliated, consolidated, combined, or unitary group of which any either of the Acquired Companies (Companies, Seller or any predecessor thereof) is or was a member on or its other Affiliates with respect to the Business prior to the Closing Date, including pursuant excluding however, any claims arising or resulting from or related to Treasury Regulation Section 1.1502-6 the Transferred Projects regardless of whether such claims result from actions or any analogous or similar state, local, or foreign Law, (iv) any Taxes inactions of any Person imposed on or payable by any either of the Acquired Companies, as a transferee Seller or successor, by contract its other Affiliates taken or otherwise, which Taxes relate failed to an event or transaction occurring on or be taken prior to the Closing Date, Date or (v) any payments under any Tax allocation, sharing, from actions or similar agreement entered into or binding on any inactions of the Acquired Companies at Companies, Purchaser or prior its Affiliates taken or failed to be taken on or after the Closing Date. The Losses described in clauses (i) and (ii)(A) above are collectively referred to herein as "Purchaser Losses". (b) Seller shall be liable to the ClosingPurchaser Indemnified Parties for any Purchaser Losses only if the aggregate amount of all Purchaser Losses exceeds $500,000 (the "Deductible"), in each casewhich case Seller shall only be obligated to indemnify Purchaser for Purchaser Losses in excess of the Deductible and, other than then, only to the extent such Taxes are specifically included indemnification payable by Seller with respect to Purchaser Losses under this Section 8.02 does not in the calculation aggregate exceed $5,000,000. (c) Notwithstanding anything contained herein to the contrary, the amount for which a Purchaser Indemnified Party is entitled to indemnification hereunder for Purchaser's Losses shall be reduced by the amount of any and all tax benefits, amounts recovered under insurance policies, insurance loss funds or insurance deposits (net of deductibles and incidental expenses) and further reduced by recovery of any setoffs or counterclaims realized by the Final Net Working Capital;Purchaser Indemnified Party that are measurable in dollars with reasonable certainty (net of cost and expenses of recovering such amounts). (d) For the purposes of determining Purchaser Losses, the Seller's representations and warranties in Article II hereof, shall be deemed to be made without reference to any of the Indemnified Liabilities; and/ormateriality qualifications, including, without limitation Material Adverse Effect qualifications. (e) any actual fraud of Any indemnification payable by Seller or any of under this Section 8.02 shall be, to the Acquired Companies prior extent permitted by law, an adjustment to or as of the ClosingPurchase Price.

Indemnification by Seller. Subject to the other provisions of this Article XThe Seller, includingjointly and severally, without limitationshall defend, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless Buyer from, against and in respect of the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating tofollowing: (a1) any Any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of a breach of or inaccuracy in any representation or warranty of by the Company or the Seller contained in Article III or Article IV of this Agreement, and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the foregoing; (i2) any breach Any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of or failure to perform the non-fulfillment of any covenant or agreement of by the Company or the Seller contained in this Agreement Agreement, and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the foregoing; (3) All federal, state, local and foreign income taxes not accrued or reserved for in the Financial Statements and the Interim Financial Statements, attributable to the Company which arose during, or are with respect to, all taxable periods or portions thereof ending on or before Closing; (ii4) Any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Company caused by or arising out the generation, treatment, handling, storage or disposal of Hazardous Substances or non-compliance with any Access Breach Environmental Laws by the Company prior to Closing whether or not disclosed in a Schedule to this Agreement. "Hazardous Substances" shall mean any pollutants, contaminants, substances, chemicals, carcinogens, wastes and any ignitable, corrosive, reactive, toxic or other hazardous substances or materials, whether solids, liquids or gases (including, but not limited to, petroleum and its derivatives, PCBs, asbestos, radioactive materials, waste waters, sludge, slag and any other substance, material or waste), as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable regulated by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to Environmental Laws or as of the Closing.determined by any Governmental Authority; and

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.87, Seller shall indemnifyagrees to indemnify Buyer and all of its officers, directors, stockholders, employees and agents and their respective successors and assigns, defend and hold each of them harmless the Purchaser Indemnified Parties from and against, and pay and reimburse the Purchaser Indemnified Parties any of them for, any and all Losses incurred or suffered Damages which any of the foregoing may sustain at any time by the Purchaser Indemnified Parties arising out reason of or relating to: (a) any claim by third parties caused by or arising out of the failure of Seller to perform, discharge or fulfill any Excluded Liabilities; (b) the breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of or failure to perform comply with any covenant of the warranties, representations, covenants or agreement agreements of Seller contained in this Agreement or (ii) in any Access Breach (as defined agreement, certificate or document delivered pursuant to or in connection with this Agreement or arising out of the Transition Services Agreement and subject to Closing of the terms and conditions set forth therein); transactions contemplated hereby; (c) (i) any Taxes the conduct of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or Seller’s Business prior to the Closing Date, including pursuant ; (d) any Releases or threatened Releases of Hazardous Materials at or from the Real Property prior to Treasury Regulation Section 1.1502-6 Closing or any analogous disposal location that received Hazardous Materials generated by the Business or similar state, local, or foreign Law, a predecessor in interest; (ive) any Taxes violations of Environmental Laws by Seller or predecessor in interest; (f) any personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by Seller’s Business prior to Closing; (g) any breach of any Person imposed on warranty, representation or payable covenant regarding environmental matters made by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, Seller; or (vh) any payments under any Tax allocation, sharing, soil or similar agreement entered into or binding on any of groundwater contamination existing at the Acquired Companies at or Real Property prior to the Closing, in each case, other than including but not limited to the extent such Taxes are specifically included obligations under the CDPH Order, the EPA Corrective Action Order and the SSD Groundwater Remediation Permit except as otherwise provided in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingGroundwater Agreement.

Indemnification by Seller. Subject Relating to the other provisions Environmental and Related --------------------------------------------------------------- Matters. In addition to and not in limitation of this Article X, including, without limitation, the recovery limitations Seller's indemnification ------- obligations set forth in Section 10.89.3, but subject to the limitations contained in Section 5.10 above, Seller shall indemnify, defend indemnify and hold the Buyer, Buyer's Affiliates and Buyer's successors and assigns harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred or suffered by Indemnification Claims which arise from and to the Purchaser Indemnified Parties arising out of or relating extent they are attributable to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) the Company's failure, at any breach time prior to Closing, to obtain all permits required by all Environmental Laws, or to comply in any material respect with all terms and conditions of the permits required by, or the Company's failure at any time prior to perform Closing to comply in any covenant or agreement of Seller contained in this Agreement material respect with, all Environmental Laws; or (ii) the Company's failure, at any Access Breach (as defined time prior to Closing, to comply in the Transition Services Agreement and subject any material respect with any applicable covenant running with any real property owned or leased at any time prior to the terms and conditions set forth therein)Closing by the Company that relates to the protection of human health, safety or the environment including, without limitation, any such covenant that relates to protection from Hazardous Materials; (b) any Environmental Claim (i) against the Company, the basis of which arose prior to the Closing; (ii) against any person whose liability for any Environmental Claim the Company may have retained or assumed at any time prior to the Closing, either contractually or by operation of law, but only to the extent the basis for such claim arose prior to the Closing; or (iii) against, or in respect of, any real or personal property or operations which at any time prior to the Closing were owned or leased, in whole or in part, by the Company, but only to the extent the basis for such claim arose prior to the Closing; (c) (i) the existence of Hazardous Materials upon, about or beneath any Taxes of Seller for real property owned or leased at any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or time prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 by the Company (whether or any analogous or similar state, localnot caused, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successorcontributed to, by contract the Company and including Hazardous Materials that migrated on to the real property from an off-site source prior to the Closing), or otherwise, which Taxes relate migrating or threatening to an event migrate from any real property owned or transaction occurring on or leased at any time prior to the Closing Dateby the Company, or (v) the existence of any payments under Environmental Claim or violation of any Tax allocationEnvironmental Law pertaining to any real property owned or leased at any time prior to the Closing by the Company, sharing, or similar agreement entered into or binding on any of but only to the Acquired Companies at or extent the basis for such claim arose prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital;; or (d) with respect to any of real property heretofore owned or leased by the Indemnified Liabilities; and/or (e) Company any actual fraud of Seller acts, omissions or any of the Acquired Companies breaches occurring prior to the Closing of any representations, warranties, covenants, obligations or as agreements (including, without limitation, indemnity agreements relating to environmental matters or claims relating to the foregoing) by the Company. The foregoing indemnification shall include all reasonable expenses of the Closinginvestigation and monitoring, reasonable costs of containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, reasonable attorneys' fees and disbursements, and other reasonable response costs.

Indemnification by Seller. Subject to the other additional provisions of set forth in this Article XVII, Seller shall indemnify Buyer and its respective Affiliates including, without limitation, its stockholders, officers, directors, employees and representatives (each a “Buyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all expenses, including, without limitation, the recovery limitations set forth in Section 10.8reasonable legal fees (collectively “Losses”), Seller shall indemnifyincurred, defend and hold harmless the Purchaser Indemnified Parties from and againstsuffered, and reimburse the Purchaser Indemnified Parties forsustained or required to be paid, any and all Losses incurred directly or suffered by the Purchaser Indemnified Parties indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of or relating to: (ai) any breach of or inaccuracy in of any representation or warranty of Seller contained in Article III this Agreement or Article IV in any document delivered to Buyer pursuant to the provisions of this Agreement; ; (iii) any breach failure of or failure Seller to perform any covenant or agreement of Seller the covenants contained in this Agreement or (ii) in any Access Breach (as defined in the Transition Services Agreement and subject document delivered to Buyer pursuant to the terms and conditions set forth therein); (c) (i) any Taxes provisions of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, this Agreement; (iii) the Excluded Assets, (iv) any Taxes liabilities not specifically assumed hereby, including, without limitation, liabilities and obligations of noncompliance with the WARN Act or similar plant closing laws; (v) except to the extent specifically assumed by Buyer, any member of an affiliated, consolidated, combined, claim by any third party brought against any Buyer Indemnitee in connection with the Purchased Assets arising from the ownership or unitary group of which any use of the Acquired Companies (or any predecessor thereof) is or was a member on or Purchased Assets prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, ; and (ivvi) any Taxes of any Person imposed on or payable by any of Losses associated with the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, matters set forth in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingSchedule 7.1.

Indemnification by Seller. (a) Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set sect forth in Section 10.8herein, Seller shall indemnifyindemnify and defend Buyer and its officers, defend directors, employees, agents, representatives, Affiliates, stockholders and hold harmless the Purchaser controlling Persons (collectively, “Buyer Indemnified Parties”) (without duplication of any rights of indemnification any Buyer Indemnified Parties from and may have under the Ancillary Agreements) against, and reimburse shall hold the Purchaser Buyer Indemnified Parties forharmless from, any less, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, Tax or expense whether or not arising from a third party claim, including reasonable attorney’s fees and all Losses incurred or suffered by the Purchaser Indemnified Parties costs of investigation and enforcement of rights (collectively, “Losses”) resulting from, arising out of of, or relating incurred by a Buyer Indemnified Party in connection with, or otherwise with respect to: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of the representations and warranties contained in Sections 3.2 (Capitalization), 3.9 (Taxes), 3.28(b) (Capitalization) or failure in the certificate delivered pursuant to perform Section 8.2(a) (to the extent such breach relates to Sections 3.2, 3.9 or 3.28(b)); (ii) any breach of the representations and warranties contained in Section 3.8 (No Undisclosed Liabilities), 3.28(e) (ROW Liabilities) or in the certificate delivered pursuant to Section 8.2(a) (to the extent such breach relates to Sections 3.8 or 3.28(e)); (iii) any breach of any other representation and warranty of Seller contained in this Agreement or in the certificate delivered pursuant to Section 8.2(a) (to the extent such breach relates to such other representations and warranties); (iv) any breach of any covenant or agreement of Seller contained in this Agreement; (v) the Prior Agreements and the business relationship of Seller and its Affiliates with the other parties to the Prior Agreements and their successors and assigns; (vi) claims of third parties for damage or injury suffered as the result of Licensed Products sold by Seller and its Affiliates (including the Company), in each case prior to the Closing Date; (vii) any Covered Pre-Closing Reimbursement; (viii) expenses incurred by the Company in breach of Section 11.3; (ix) any liability for severance of any employee of Seller or its Affiliates whose rights and obligations under his or her employment agreement, according to applicable law, have been transferred to and assumed by Q-Med Ireland as a result of the consummation of the ROW Reorganization and who has been terminated by the Buyer within two (2) weeks after Closing; and (x) Seller Taxes; with respect to subsections (i) through (iv), in each case determined as if the terms “material”, “materially” or “Material Adverse Effect” were not included therein. The Parties acknowledge and agree that the indemnification of Buyer Indemnified Parties by Seller for claims of third parties for damage or injury suffered as a result of products sold by the Company from and after the Closing Date shall be governed exclusively by the Supply Agreements. (b) Seller shall not be liable for any Loss or Losses unless the claim for such Loss or Losses is brought within the Applicable Survival Period. Seller shall not be liable for any Loss or Losses pursuant to subsection (ii) or (iii) of Section 10.2(a) unless and until the aggregate amount of all Losses incurred by Buyer pursuant to such subsection exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”), and then only to the extent that such Losses exceed the Deductible; provided that the cumulative indemnification obligation of Seller under subsection (iii) of Section 10.2(a) shall in no event exceed Twenty-Five Million Dollars ($25,000,000) in the aggregate (the “Indemnity Cap”). (c) In addition to the limitations set forth in Section 10.2(b) or in any other provision of this Agreement, notwithstanding anything in this Agreement to the contrary, Seller shall not be obligated to indemnify the Buyer Indemnified Parties hereunder with respect to (i) any indirect, special, incidental, consequential or punitive damages claimed by Buyer resulting from Seller’s breach of any representation or warranty, covenant or agreement to the extent that such damages would be excluded or limited if a claim for indemnification for such Loss is or could also be sought under any of the Ancillary Agreements or (ii) any Access Breach (as defined Loss with respect to any matter to the extent that such Loss was reflected in the Transition Services Agreement and subject to the terms and conditions set forth therein);Final Working Capital. (cd) (i) any Taxes of Seller for any Tax periodBUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SCHEDULE, EXHIBIT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, (iiI) any Taxes of any of the Acquired Companies for the Pre-Closing Tax PeriodWITH RESPECT TO THE COMPANY, ITS ASSETS AND LIABILITIES, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE SHARES OR THE LICENSED PRODUCT OR ANY MATTER DESCRIBED IN THE ANCILLARY AGREEMENTS OR (iiiII) any Taxes of any member of an affiliatedAS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY FURNISHED OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, consolidatedEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SCHEDULE, combinedEXHIBIT OR CERTIFICATE DELIVERED PURSUANT OT THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer shall have no claim or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior right to the Closing Date, including indemnification pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract this Article X or otherwise, which Taxes relate and none of Seller, the Company or any other Person shall have or be subject to an event any liability to Buyer or transaction occurring on any other Person, with respect to any information, documents or prior to materials furnished or made available by Seller, the Closing Date, Company or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at their respective Affiliates, officers, directors, employees, agents or prior advisors to the ClosingBuyer, in each casecertain “data rooms”, management presentations or any other than form in contemplation of the transactions contemplated in this Agreement, except to the extent such Taxes are specifically included information, documents or materials have been furnished or made available pursuant to an express provision of this Agreement and in such case, only to the calculation extent of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/orexpress representation or warranty pursuant to which such information, documents or materials are furnished or made available. (e) Buyer acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any actual and all matters arising out of, relating to or connected with this Agreement, the Company and its respective assets and liabilities, the Acquisition and the Shares (other than claims of, or causes of action arising from fraud or willful misconduct) shall be pursuant to Sections 6.3 7.8, 7.9 or 11.12 or the indemnification provisions set forth in this Article X or Section 6.3. In furtherance of the foregoing, Buyer (on behalf of itself and its Affiliates (including, following the Closing, the Company)) hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud or willful misconduct) which it may have against Seller or any of its Affiliates arising under or based upon any Law or otherwise (except pursuant to Sections 6.3 7.8, 7.9 or 11.12 or the Acquired Companies prior indemnifications provisions set forth in this Article X). (f) For the purpose of determining Seller’s indemnity obligations under this Section 10.2, the Company shall be deemed not to have the benefit of any net operating loss, net capital loss, tax credit or as of other tax attribute that arises in, and is carried back from, a Tax Period beginning after the ClosingClosing Date.

Indemnification by Seller. (a) Subject to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8this Article 10, Seller shall indemnify(in such capacity, defend an “Indemnifying Party”) will defend, indemnify and hold harmless harmless, to the Purchaser Indemnified Parties from fullest extent permitted by Law, Buyer and againstCompany Group and their Affiliates and their respective officers, directors, employees, representatives, agents, successors and reimburse the Purchaser Indemnified Parties forassigns (each, in such capacity, an “Indemnitee”) from, against and in respect of any and all Losses incurred arising from, or suffered by otherwise related to, directly or indirectly, any of the Purchaser Indemnified Parties arising out of or relating tofollowing: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of any representation or failure to perform any covenant or agreement of warranty made by Seller contained in this Agreement (as each such representation or warranty would be read if all qualifications as to materiality or words of similar import were deleted therefrom; provided, however, that the materiality qualifier for determining Personal Property Leases to be set forth on Schedule 4.11, the expressly stated criteria for determining Material Contracts to be set forth on Schedule 4.13 and the materiality qualifiers for determining Intellectual Property to be set forth on Schedule 4.14 shall not be deemed deleted for purposes of determining the accuracy of such referenced Schedules, other than the representations contained in Section 4.15 as to which the provisions of Section 10.4 will apply; (ii) any Access Breach breach or default in performance by Seller or, prior to Closing, Company, of any covenant or other agreement in this Agreement; and (as defined in iii) any failure to obtain any of the Transition Services Agreement and subject Australian Other Consents prior to the terms consummation of the Australian Closing. (b) Without limiting the generality of the foregoing provisions of Section 10.2(a), Seller, as the Indemnifying Party, will defend, indemnify and conditions set forth thereinhold harmless, to the fullest extent permitted by Law, the Indemnitees specified in Section 10.2(a);, from, against and in respect of any and all Losses arising from, or otherwise related to, directly or indirectly, any of the matters described on Schedule 10.2(b). (c) If any claim for indemnification from Seller arises under clause (i) any Taxes of Seller for any Tax period, Section 10.2(a) and under clause (ii) of Section 10.2(a) or under any Taxes provision of Section 10.2(b), the rights of Buyer or any other Indemnitee specified in Section 10.2(a) to pursue its claim for indemnification from Seller under clause (ii) of Section 10.2(a) or under Section 10.2(b), as applicable, will continue in full force and effect notwithstanding the expiration of any Survival Period that may be applicable with respect to such claim under clause (i) of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closing10.2(a).

Indemnification by Seller. Subject From and after the Closing, Seller hereby agrees to indemnify, defend and hold Buyer and its officers, directors, agents and employees (the other provisions "Buyer Indemnified Parties"), harmless from, against and in respect of this Article Xany and all losses, claims, suits, actions, proceedings, awards, judgments, settlements, fines, penalties, liabilities, obligations, damages, deficiencies, costs or expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees) net of any insurance proceeds and tax benefits if, as and when received, in either case to which such Buyer Indemnified Party is entitled by virtue of any of the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses incurred or suffered by the Purchaser Indemnified Parties foregoing (collectively "Claims") arising out of or relating toresulting from: (a) any breach of any warranty or inaccuracy misrepresentation by Seller or the breach or nonperformance of any covenant, agreement or obligation to be performed on the part of Seller under this Agreement, or in any representation closing certificate contemplated hereby or warranty of Seller contained in Article III or Article IV of this Agreementany Schedule hereto; (ib) any breach the conduct of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject Business prior to the terms Closing, except for liabilities specifically assumed by Buyer herein and conditions set forth therein)reserved for on the Closing Balance Sheet; (c) (i) any liability for Taxes of Seller for incurred with respect to any Tax period, (ii) any Taxes Taxable Year ending on or before the Closing Date and that portion of any of Split Period ending on the Acquired Companies for Closing Date; (d) the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, MSSC Interest or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member Joint Venture Agreement on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of Excluded Assets; and (f) the ClosingExcluded Liabilities.

Indemnification by Seller. (a) Subject to Sections 10.01(b), 10.03, 10.05 and 11.01, if the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing shall occur, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates and its Representatives (collectively, the Purchaser “Buyer Indemnified Parties from and Parties”) against, and reimburse the Purchaser any Buyer Indemnified Parties Party for, any and all Losses incurred that such Buyer Indemnified Party may suffer, accrue or suffered by incur, or become subject to, to the Purchaser Indemnified Parties extent resulting from, attributable to, based upon or arising out of or relating toof: (ai) any the breach of or inaccuracy in any representation representations or warranty of warranties made by Seller in this Agreement (other than the representations and warranties contained in Article III or Article IV Section 3.17 hereof) as of the date of this AgreementAgreement or the Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date); (iii) any the breach of or failure by Seller to perform perform, or cause to be performed, any covenant of its covenants or agreement of Seller obligations contained in this Agreement (other than the covenants or (ii) any Access Breach (as defined obligations contained in the Transition Services Agreement Section 5.01(r), and subject to the terms and conditions set forth thereinArticle VII hereof); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any unpaid costs and expenses of the Acquired Companies (or any predecessor thereof) is or was a member Business Subsidiaries, including fees and disbursements of counsel, financial advisers and accountants, incurred in connection with the Transaction Agreements and the transactions contemplated by the Transaction Agreements on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, ; (iv) any Taxes claim, cause of action or Action by any Person imposed arising before, on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to after the Closing Date, Date against any Buyer Indemnified Party with respect to any business activity of Seller or its Affiliates (other than the Business Subsidiaries) other than the Business; or (v) except as otherwise provided in the last sentence of Section 10.03(b), the Actions set forth on Section 10.01(a)(v) of the Disclosure Schedules (net of any payments under insurance proceeds and other reimbursements actually received by Buyer or its Affiliates relating to such matters). (b) Notwithstanding any Tax allocationother provision to the contrary: (i) Seller shall not be required to indemnify, sharingdefend or hold harmless any Buyer Indemnified Party against, or similar agreement entered into or binding on reimburse any of the Acquired Companies at or prior Buyer Indemnified Party for, any Losses pursuant to the ClosingSection 10.01(a)(i), in each case, other than (A) to the extent such Taxes are specifically Losses were included as liabilities in Working Capital as shown on the calculation Final Working Capital Statement, and (B) until the aggregate amount of the Final Net Working CapitalBuyer Indemnified Parties’ Losses under Section 10.01(a)(i) exceeds $2,650,000 (the “Threshold”), after which Seller shall be obligated for all Losses of the Buyer Indemnified Parties, but only if such Losses are not excluded from indemnification pursuant to Section 10.01(b)(i)(A); provided, however, any and all Losses payable pursuant to (x) Section 7.01(a)(i) with respect to clause (D) of the definition of “Excluded Taxes” and (y) Section 10.01(a)(v) shall not be counted for purposes of determining whether the Threshold has been reached; (dii) the cumulative indemnification obligation of Seller under Section 10.01(a)(i) shall in no event exceed $26,500,000 (the “Cap”); provided, that any qualification of the Indemnified Liabilities; and/or representations and warranties (eother than the representations and warranties contained in Sections 3.07(b)) by reference to the materiality of or Material Adverse Effect relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any actual fraud breach thereof or the amount of Seller any Loss arising therefrom and provided, further, that neither the Threshold nor the Cap shall apply to any claim involving Losses resulting from or any arising out of breach of the Acquired Companies prior to representations and warranties made in Sections 3.03, 3.18, or as of the Closing3.19 .

Indemnification by Seller. Subject From and after the Closing Date, subject to the limitations and other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8VIII, Seller shall indemnify, defend and Parent jointly and severally agree to indemnify and hold harmless Buyer and Buyer’s officers, directors, employees, stockholders, advisers, agents, Affiliates, successors, heirs, permitted assigns and representatives (each, a “Buyer Indemnified Party” and, collectively, the Purchaser “Buyer Indemnified Parties Parties”) from and againstagainst any Claims, Liabilities (but not unknown, unasserted or contingent Liabilities, other than any of the foregoing that result in an incurred Liability) and reimburse the Purchaser Indemnified Parties forreasonable costs and expenses (including reasonable attorney’s fees) as to which indemnification is sought, any and all Losses incurred whether or suffered by the Purchaser Indemnified Parties not involving or resulting from a third-party Claim (collectively, “Losses”), arising out of or relating tofrom: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III Section 3.1 of this Agreement (disregarding any Materiality Qualifiers); (b) any breach of any agreement, covenant or Article IV obligation of Seller contained in this Agreement; (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working CapitalRestructuring; (d) any of Liabilities, as and to the Indemnified Liabilities; and/orextent incurred, not related to the Business; (e) any actual fraud of Seller or Liabilities, as and to the extent incurred, related to a Divested Entity; (f) any Controlled Group Liability; (g) any Debt of the Acquired Companies prior to Business or the Company as of the ClosingClosing Date (other than Permitted Closing Debt) or any breach of the representation and warranty of the Seller set forth in Section 3.1(e)(v); and (h) any Environmental Claim relating to a pre-Closing Environmental Condition at any location other than the Real Property (it being understood that the Real Property includes the Remainder Industrial Park).

Indemnification by Seller. Subject to the other provisions of this Article XVIII, including, without limitation, from and after the recovery limitations set forth in Section 10.8Closing Date, Seller shall indemnify, defend agrees to indemnify and hold harmless Purchaser and Joint Obligor (collectively, the “Purchaser Indemnified Parties from and againstIndemnitee”) for the Losses (which with respect to the Joint Obligor (i) shall not include loss of profits (perjuicios), and reimburse (ii) shall be limited to direct damages, and (iii) shall in no event be duplicative with respect to any Losses claimed or that may be claimed by Purchaser under this Agreement) suffered by Purchaser Indemnitee as a result of, or arising out of or related to (as determined by a final arbitration resolution that admits no further recourse under the ICC Rules (laudo definitivo)): (i) any failure of any representation or warranty made by any of Seller in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement to be true and correct on and as of the date of this Agreement or Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct as of such specified date); (ii) any breach of any covenant or agreement by the Seller contained in this Agreement; (iii) any failure to pay the Investment Price Adjustment to Purchaser Indemnified Parties forpursuant to Section 2.4(e)(ii) in all cases as determined by a final arbitration resolution that admits no further recourse under the ICC Rules (laudo definitivo); and (iv) any action, claim or Proceeding brought by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones) for the use of radio frequencies without holding the corresponding concession or authorization described in Schedule 3.10 (the “Frequencies Matters”); provided, that if the relevant indemnification relates to any and all Losses incurred or suffered by the Purchaser Indemnified Parties Indemnitee arising out of or relating to: (a) any resulting from a breach of or inaccuracy the representations and warranties regarding any Target Company contained in any representation or warranty of Seller contained in Article III or Article IV of in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement; , the Seller’s obligation to indemnify and hold harmless will be limited to a percentage of the Losses equal to the Indemnifiable Percentage. Seller shall not seek to disregard its obligation to indemnify Purchaser Indemnitee by arguing that the corresponding Losses were not incurred directa e inmediatamente by Purchaser or Joint Obligor because a breach of the representations and warranties regarding any Target Company related only to such Target Company or the applicable Losses were only suffered directa e inmediatamente by such Target Company. Seller’s obligations to indemnify and hold harmless Purchaser pursuant to item (iv) above: (i) any shall be subject to all of the limitations included in Article VIII (regardless of the fact that they would not result from a breach of or failure Section 8.2(i)) and any payments made pursuant to perform any covenant or agreement this obligation shall be taken into account for purposes of Seller contained the limitation set forth in this Agreement or 8.4(iii)), and (ii) any Access Breach (as defined in will be limited to a percentage of the Transition Services Agreement and subject Losses equal to the terms and conditions set forth therein); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the ClosingIndemnifiable Percentage.

Indemnification by Seller. Subject Seller hereby agrees to the other provisions of this Article Xdefend, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend indemnify and hold harmless the Purchaser Buyer, each fiduciary of Buyer's employee benefit plans and each of Buyer's shareholders, affiliates, officers, directors, employees, agents, successors and assigns ("Buyer's Indemnified Parties Persons") and shall reimburse Buyer's Indemnified Persons for, from and againstagainst each claim, loss, liability, cost and reasonable expense (including interest, penalties, costs of preparation and investigation, and reimburse the Purchaser Indemnified Parties forreasonable fees, any disbursements and all Losses incurred expenses of attorneys, accountants and other professional advisors) (collectively, "Losses"), directly or suffered by the Purchaser Indemnified Parties indirectly relating to, resulting from or arising out of or relating toof: (a) any Any untrue representation, misrepresentation, breach of warranty or inaccuracy in nonfulfillment of any representation covenant, agreement or warranty other obligation by or of Seller contained herein, any Schedule hereto, the Disclosure Letter or in Article III any certificate, document or Article IV of this Agreement;instrument delivered to Buyer pursuant hereto. (ib) any breach of or failure to perform any covenant or agreement Any Tax liability of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject relating to the terms and conditions set forth therein); (c) (i) any Taxes Assets, the Business or employees of Seller Seller, not previously paid, which is successfully asserted or assessed against it for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, event or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or period prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 Date (regardless of whether the possibility of the assertion or any analogous or similar state, local, or foreign Law, (iv) any Taxes assessment of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate such Tax liability shall have been disclosed to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies Buyer at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation ). (c) Any Losses suffered or incurred by Buyer by reason of the Final Net Working Capital;failure by Seller to comply with Bulk Sales Laws. (d) Any other Loss related to any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or as of the Closingforegoing.

Indemnification by Seller. Subject Seller, jointly and severally, agree to the other provisions of this Article Xindemnify and defend (at ▇▇▇▇▇’s request) Buyer, its affiliates (including, without limitationafter Closing, the recovery limitations set forth in Section 10.8Company) and respective stockholders, Seller shall indemnifymembers, defend partners, directors, managers, advisors, employee and agents and their successors and assigns (collectively, “Buyer Indemnified Parties”) against and agrees to hold each of them harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Losses Damages incurred or suffered by the Purchaser any Buyer Indemnified Parties arising out of or relating related to: (a) any breach of or inaccuracy in of any representation or warranty of made by Seller contained or Company in Article III this Agreement or Article IV of this Agreementany agreement delivered in connection herewith; (ib) any the breach by Seller or Company of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined agreement delivered in the Transition Services Agreement and subject to the terms and conditions set forth therein)connection herewith; (c) any action by any Regulatory Authority arising solely out of the operation of the Business by Seller prior to the Closing Date; or (d) any (i) any Taxes (or the non-payment thereof) of Seller Company for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member period that ends on or prior to the Closing Date and the portion of any Tax period that begins before the Closing Date and ends after the Closing Date ending on the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (ivii) any Taxes Tax of any another Person imposed on or payable by any of the Acquired Companies, Company as a transferee or successor, by contract or otherwise, which Taxes relate to result of an event act or transaction occurring on or prior to the Closing Dateor as the result of being a member of a consolidated, combined or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or unified group prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; and (diii) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller costs, expenses or any of the Acquired Companies prior other Damages with respect to or as of the ClosingTaxes indemnified pursuant to this Section 10.1(d).

Indemnification by Seller. Subject Seller agrees subsequent to the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8, Seller shall indemnify, defend Closing to indemnify and hold Buyer and its Subsidiaries, Affiliates, successors and assigns and persons serving as officers, directors, partners, managers, stockholders, employees and agents thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Losses incurred Damages which may be sustained or suffered by the Purchaser Indemnified Parties any of them arising out of or relating tobased upon any of the following matters: (a) fraud, intentional misrepresentation or the cause or knowledge of a deliberate or willful breach of any representations, warranties or covenants of Seller under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto (collectively, "Fraud Claims"); (b) any liability of Seller and each Subsidiary of Seller for Taxes arising from their respective activities, assets and all events and transactions on or prior to the Closing and any breach of the representations and warranties set forth in Sections 4.8 and 4.24 hereof and any covenant with respect to Taxes or inaccuracy tax related matters set forth herein or in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; related agreement (i) any breach of or failure to perform any covenant or agreement of Seller contained in this Agreement or (ii) any Access Breach (as defined in the Transition Services Agreement and subject to the terms and conditions set forth thereincollectively, "Tax Claims"); (c) (i) any Taxes of Seller for liability arising from any Tax period, (ii) any Taxes of any breach of the Acquired Companies for the Pre-Closing Tax Period, environmental representations and warranties set forth in Section 4.23 hereof or in any related agreement (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital"Environmental Claims"); (d) any of the Indemnified LiabilitiesExcluded Liability (collectively, "Excluded Liability Claims"); and/orand (e) other than Fraud Claims, Tax Claims, Environmental Claims and Excluded Liability Claims, any actual fraud other breach of any representation, warranty or covenant of Seller under this Agreement or in any of the Acquired Companies prior to agreement, document, certificate, schedule or as of the Closing.exhibit delivered pursuant

Indemnification by Seller. Subject to (a) From and after the other provisions of this Article X, including, without limitation, the recovery limitations set forth in Section 10.8Closing, Seller shall indemnifyindemnify Purchaser and its affiliates (including Cemax-Icon) and each of their respective officers, defend directors, employees, stockholders, agents and hold harmless the representatives (each, a "Purchaser Indemnified Parties from and Party") against, and reimburse the Purchaser Indemnified Parties forhold them harmless from, against and in respect of any loss, liability, claim, damage, charge, cost or expense (including reasonable legal fees and all Losses expenses) ("Losses"), imposed on, sustained, incurred or suffered by the any Purchaser Indemnified Parties Party (payable promptly upon written request), to the extent relating to, arising out of or relating toresulting from: (a) any breach of or inaccuracy in any representation or warranty of Seller contained in Article III or Article IV of this Agreement; (i) any breach of any representation or failure warranty of Seller that survives the Closing and is contained in this Agreement or in the certificates delivered pursuant to perform Section 7.02(a) or (b) hereto or in any other certificate delivered pursuant hereto; (ii) any breach of any covenant or agreement of Seller contained in this Agreement or (ii) other than any Access Breach (as defined covenant contained in the Transition Services Agreement and subject to the terms and conditions set forth thereinSection 1.06); (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes of any of the Acquired Companies for the Pre-Closing Tax Period, (iii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, Excluded Liability; (iv) any Taxes of Pre-Closing Environmental Liability. The term "Pre-Closing Environmental Liability" means any Person imposed on or payable by Loss relating to any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or Environmental Law (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than to the extent such Taxes are specifically included in the calculation of the Final Net Working Capital; (d) any of the Indemnified Liabilities; and/or (e) any actual fraud of Seller or any of the Acquired Companies prior to or effect as of the Closing.) to the extent arising out of acts or omissions occurring, or conditions existing (whether known or unknown), at or before the Closing in connection with the ownership or operation of the Businesses at any time at or before the Closing, including before the Spin-Off Date, whether such Loss arises before or after the Closing and whether arising on-site or off-site, including all Losses in connection with (A) bringing the Businesses or the Acquired Assets into compliance with Environmental Laws (in effect as of the Closing), (B) Seller's involvement at the White City facility in the Oregon State voluntary cleanup program and (C) the former wastewater retention basin at the White City facility; provided, however, that such Pre-Closing Environmental Liability shall not include (1) any costs of investigation of the environmental quality, condition or environmental compliance status of the Businesses (other than the Excluded Assets) or the Acquired Assets, except for such investigations that are in response to (x) a written request or demand by a Governmental Entity having jurisdiction over the matter, (y)

Indemnification by Seller. Subject to the other provisions terms and conditions of this Article XSection, Seller hereby agrees to indemnify, defend and hold harmless Buyer and any parent, subsidiary or affiliate companies of Buyer, including, without limitation, each of the recovery limitations set forth in Section 10.8Automotive Filter Companies (hereinafter the "Buyer Companies"), Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against all demands, claims, actions or causes of action, assessments, payments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively "Damages") asserted against, and reimburse the Purchaser Indemnified Parties forresulting to, any and all Losses imposed upon or incurred or suffered by the Purchaser Indemnified Parties arising out Buyer Companies or any member thereof, by reason of or relating toresulting from: (a) any breach liabilities of Seller or any of the Automotive Filter Companies arising out of or inaccuracy relating to any activities unrelated to the conduct of the Automotive Filter Business which, for purposes hereof, shall include, without limitation, liabilities arising out of or relating to any of the matters set forth in any representation or warranty of Seller contained in Article III or Article IV of this AgreementSchedule (a) attached hereto; (ib) any breach of or failure to perform any covenant or agreement liabilities of Seller contained in this Agreement or (ii) any Access Breach (of its affiliates arising as defined in a result of a breach by Seller or any of Seller's Affiliates of any of their respective obligations arising under any of the Transition Services Agreement and subject to the terms and conditions set forth therein)Ancillary Agreements; (c) (i) any Taxes of Seller for any Tax period, (ii) any Taxes liabilities of any of the Acquired Automotive Filter Companies to any of its officers and directors who have resigned pursuant to the provisions of this Agreement (other than those liabilities for the Pre-Closing Tax Period, payment of incentive bonuses which have been assumed by Buyer pursuant to Section 8.11 hereof); (iiid) any Taxes liabilities for payment to current or former employees of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Automotive Filter Companies, of pension benefits payable to such employees under the terms of the Master Defined Benefit Plan or of retirement benefits payable to such employees under the terms of the Master 401(k) Plan provided that, in the case of liabilities in respect of the Master 401(k) Plan, the transfer of assets of the Master 401(k) Plan to the New 401(k) Plan as contemplated by Section 8.09 hereof has not occurred; (e) any breach of any of the Title Warranties; (f) any breach of any of the Tax Warranties and any liability of any of the Automotive Filter Companies (for payment of any Taxes with respect to the conduct of their respective businesses for all periods or any predecessor thereof) is or was a member portions thereof ending on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law, (iv) any Taxes of any Person imposed on or payable by any of the Acquired Companies, as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Closing Date, or (v) any payments under any Tax allocation, sharing, or similar agreement entered into or binding on any of the Acquired Companies at or prior to the Closing, in each case, other than Date to the extent any such Taxes (excluding deferred Taxes) are specifically included in not reflected as a liability on the calculation of the Final Net Working Capital;Closing Balance Sheet. (dg) a breach of any of the Indemnified Liabilities; and/or (e) any actual fraud covenant, representation or warranty of Seller (other than the Title Warranties and the Tax Warranties) contained in or any made pursuant to this Agreement. For purposes of this Agreement, the Acquired Companies prior to or as of the Closing.claims described in Section 11.03(a) through and including Section 11.03(g)and Section