Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the other Transaction Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effectas 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, solely for purposes the inaccuracy in or breach of determining the amount of any Losses associated therewith which will be determined with reference to such specified date) (and not, for the avoidance of doubt, for purposes of determining if there is any such a inaccuracy or breach has occurred)and for purposes of calculating any Losses arising from such inaccuracy or breach, to such 45 representation and warranty shall be read as if it were not qualified by any materiality concept of “material,” “materiality” or Business “Material Adverse Effect qualifier Effect” or a similar qualification, except that the “Material Adverse Effect” qualification contained thereinin Section 4.05(a) (Absence of Certain Changes, Events and Conditions) will not be deemed deleted); (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Contributed Assets or Assumed Liabilities) conducted, existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingClosing Date; (iiie) the failure to comply with any provision of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Contributed Assets to Buyer; (f) any claim Liability to any customer or Proceeding relating end user in excess of the amount due under any warranty provided by the Business to the customer or end user or to the Person who made the sale to the customer or end user; (g) any Liability to any lessor that may arise out of Seller’s operation of or use of the Towers; or (h) any Liability in connection with the matters set forth in Section 3.13 of the ransomware attack against Seller Disclosure Scheduleon or about February 8, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement2021.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from terms and after the Global Closing or the China Closing, as applicableconditions of this Agreement, Seller shall be liable for and shall indemnify, defend will indemnify and hold harmless Purchaser Purchaser, its Affiliates, and each of its affiliates and each of their respective officers, directors, managers, employees, stockholdersagents, agents successors, and representatives permitted assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) from against and against in respect of any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), Losses suffered or incurred by such any Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or Indemnified Party resulting from or arising out of any of the following: (i) any breach (x) as of the Global Closing Date, or inaccuracy of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) the Disclosure Schedules as of the China Schedule Delivery Date or as of the Closing Date (as if given on the Closing Date), of taking into account the Initial Schedules and, with respect to any representation or warranty made as of Seller with respect to the China Business contained in this AgreementSchedule Delivery Date or the Closing Date, the Updated Schedules, (in each case, except to the extent expressly made as of a specified date, in which case as of such date) and without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), effect to any materiality or Business materiality, Material Adverse Effect qualifier contained thereinor similar qualifications limiting the scope of such representation or warranty; (ii) any breach of or failure to perform any covenant covenant, agreement, or obligation of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingCollaboration Agreement; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Excluded Liabilities, including Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentTax Liabilities; (iv) any Retained Liability after (other than the Global Closing Assumed Liabilities) to which Purchaser or any of the other Purchaser Indemnitees may become subject and that arises from or relates to (in A) the case of Retained Liabilities that are retained operation by Seller of its business, with respect to the Product Operations prior to the Closing, including any Liability arising from any Clinical Trials conducted by or for Seller prior to the Closing, or (B) any failure by Seller to comply with any bulk transfer law or similar Law in connection with any of the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andTransactions; (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it Fraud in connection with this Agreement or any Related Agreement; or (vi) any Proceeding commenced by a Purchaser Indemnified Party for the transactions contemplated by purpose of enforcing any of its rights under this AgreementSection 9.1(a) and in which such Purchaser Indemnified Party is the prevailing party.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this ARTICLE VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingARTICLE VI); (iiic) any claim Transaction Expenses or Proceeding relating Indebtedness (other than the Final Liabilities) of the Company outstanding as of the Closing; or (d) any Action (whenever instituted) of any third party (including any Governmental Authority) that, if successful, would give rise to or in connection with evidence the matters set forth in Section 3.13 existence of or relate to a misrepresentation or breach of any of the Seller Disclosure Schedule, whether commenced prior representations and warranties (construed in accordance with Section 8.04 below) or covenants or agreements to or after be performed by the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to of its Affiliates, in each case, which are contained in this Agreement or in any agent, broker, investment banker other agreement contemplated herein or other firm or person retained or employed by it in any writing delivered in connection with the transactions contemplated by this Agreement.herewith (including any attachment, exhibit, schedule or certificate)

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless (a) Purchaser and each of its affiliates and each of their respective Affiliates, officers, directors, employees, stockholdersagents, agents successors, and representatives assigns (the each, a “Purchaser IndemniteesIndemnified Party”) from shall be indemnified and held harmless by Seller for and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), Losses suffered or incurred by them or to which they may otherwise become subject at any time (regardless of whether or not such Losses are related to any Third-Party Claim) arising out of or resulting from: i. any breach of, or inaccuracy in, any representation or warranty of Seller contained in the Acquisition Documents, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ii. any breach of any covenant or agreement by Seller contained in the Acquisition Documents; iii. any claim or cause of action of any third-party to the extent arising out of any action, inaction, event, condition, liability, or obligation of IBEX Corp. (with respect to the Business, occurring or existing prior to the Closing), other than the Assumed Liabilities; iv. the excess of the amounts payable by Purchaser Indemnitee following the Closing that relate to service by any Transferred Employee with IBEX Corp. through to the Closing over the Employee Amounts; v. Liabilities, whether arising before on or after the Closing, that are not expressly assumed by Purchaser pursuant to this Agreement, including each of the Excluded Liabilities; or vi. any Action relating to any breach, Liability or matter of the type referred to in clauses “(without duplication i)” through “(v)” above (including any Action commenced by any Purchaser Indemnified Party for the purpose of enforcing any Loss of its rights under this Section 8.02). (b) To the extent that Seller’s undertakings set forth in this Section 8.02 may be unenforceable, Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties. To the extent that a claim for which indemnification may be provided made by a Purchaser Indemnified Party under more than one provision of this Section 9.01) 8.02, such Purchaser Indemnified Party may, in its sole discretion, make such claim pursuant to the extent arising any or resulting from any all of the following:such provisions. (ic) When determining the amount of Losses suffered or incurred by any Purchaser Indemnified Party (and not whether a breach (xor inaccuracy has occurred) for purposes of this Section 8.02, as a result of the Global Closing Date, any inaccuracy or alleged inaccuracy or breach or alleged breach of any representation or warranty of Seller with respect to the Global Business contained in this Agreement the Acquisition Documents, any Material Adverse Effect, materiality or any Ancillary Agreement, and (y) as similar qualification limiting the scope of the China Closing Date, of any such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to shall be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementdisregarded.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this Article VIII, from each Seller, jointly and after the Global Closing or the China Closingseverally, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); (c) any Third Party Claim arising out of or resulting from the business or operation of the Company prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;; or (iiid) any claim Transaction Expenses or Proceeding relating to or in connection with the matters set forth in Section 3.13 Indebtedness of the Seller Disclosure Schedule, whether commenced prior to or after Company outstanding as of the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject After the Closing, subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) against, and shall indemnify, defend and hold Buyer Indemnified Parties harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against against, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnified Parties based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary Agreement contemplated Transaction Document (for purposes of calculating any Losses arising from such inaccuracy or breach and for purposes of determining whether there has been an inaccuracy in or breach of any such representation or warranty, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality,” “Material Adverse Effect,” or similar qualifiers); any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement or in any Transaction Document; any Third Party Claims related to the date Business, operations, properties, assets or obligations of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any of its Affiliates conducted, existing or arising before the Closing; any Excluded Asset or Excluded Liabilities; or any claim made by any stockholder of Seller Affiliate against any Buyer Indemnified Party directly or indirectly related to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the Transaction Documents and consummation of the transactions contemplated by this Agreementhereby and thereby.

Indemnification by Seller. Subject Seller agrees to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser the Buyer from and each against: (a) any and all liability for any claims based upon any state of facts in respect to Seller, its business, properties, assets, or upon any acts or omissions of its affiliates and each of their respective employees, officers, directors, employees, stockholders, agents and representatives or others acting on its behalf; (the “Purchaser Indemnitees”b) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees damages and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any regulatory or legal actions or claims by any federal, state or local governmental agency or any suits, claims, actions of proceedings by others, if such regulatory or legal actions, suits, claims or proceedings are founded upon or arise by reason of events or operations of Seller occurring or any state of facts in respect of Seller's Business on or before the following: Closing; (ic) any and all damage or deficiency resulting from any misrepresentation, breach (x) as of the Global Closing Date, warranty or nonfulfillment of any representation condition or warranty of Seller with respect failure to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of perform any covenant or agreement on the part of Seller contained in this Agreement or any Ancillary Agreement other agreement or document to which Seller or a Shareholder is a party contemplated hereby, or from any misrepresentation or omission from any exhibit, certificate or other instrument or copy thereof required to be performed prior furnished or furnished to the date Buyer by the terms of this Agreement or any other agreement or document to which Seller or a Shareholder is a party contemplated hereby, or any claim which, if true, would constitute such breacha breach or misrepresentation; (d) taxes, provided that breaches assessments, interest or penalties resulting from adjustments to any tax liability of covenants relating Seller or from Seller's failure to pay in full its tax liability, for any period on or before the Closing or in regard to the China Business Closing, in respect to federal, state or local income, sales or other taxes, as well as withholding taxes and penalties for underpayment of withholding taxes and estimated taxes for any period on or before the China Acquisition shall only be subject to indemnification following the China Closing; ; (iiie) any claim liability of Seller other than an Assumed Liability; and (f) the costs of investigation, defense, legal fees, disbursements, costs of settling and discharging any and all judgments and/or claims alleging or Proceeding relating incident to or in connection with the matters set forth in Section 3.13 foregoing, regardless of the ultimate responsibility of Seller Disclosure Schedule, whether commenced prior for any such liability to or after any claimant. Buyer shall have the Global Closing, right to the extent such Losses result primarily offset any claims hereunder against any sums due from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate Buyer to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementparty hereto.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from (a) From and after the Global Closing or the China Closing, as applicableand subject to the terms of this Agreement, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Affiliates and each of their respective directors, officers, directors, employees, stockholders, agents members and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing partners (collectively, the “LossesBuyer Indemnified Parties”)) against, suffered and reimburse any Buyer Indemnified Party for, all Losses (regardless of whether or incurred by not such Purchaser Indemnitee (Losses relate to any third party claim) that such Buyer Indemnified Party may suffer or incur, or become subject to, without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or duplication, based upon, attributable to, resulting from any of the followingor arising out of: (i) prior to their expiration in accordance with Section 11.01, (A) the failure of any breach (x) representations or warranties made by Seller in or pursuant to this Agreement to be true and correct as of the Global date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date); (B) the failure of any representation representations or warranty of warranties made by the applicable Seller Party in the Technology License Agreement, the Technology Transfer and Development Agreement and/or the Foundry Transition Services Agreement as and when made in accordance with respect the terms therein; or (C) any claim or other Action asserted or threatened by any Person that, if true as alleged, would constitute or give rise to the Global Business contained failure of any representations or warranties made by Seller in this Agreement or any Ancillary Agreement, pursuant to Section 3.08 to be true and (y) correct as of the China date hereof and as of the Closing Date as though made on the Closing Date, of any representation or warranty of Seller with respect except to the China Business contained extent such representations and warranties relate to a specific date (in this Agreementwhich case, the failure of such representations and warranties to be true and correct as of such specific date), in each casecase of clauses (A), (B) and (C), without giving effecteffect to any materiality, solely “material impact”, “Material Adverse Effect” or similar qualifiers both for the purposes of determining whether any such failure exists and for the purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained thereinLosses; (ii) prior to their expiration in accordance with Section 11.01, any breach or failure by Seller to perform any of any covenant of Seller its covenants or agreements contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Agreement; or (iii) regardless of the disclosure of any claim or Proceeding relating to or in connection with the matters matter set forth in Section 3.13 of the Seller Disclosure ScheduleLetter, whether commenced prior any Excluded Asset or Excluded Liability. (b) Notwithstanding anything in this Agreement to the contrary: (i) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 11.02(a)(i) (other than with respect to the Seller Fundamental Representations): (A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $100,000 (nor shall such item be applied to or after considered for purposes of calculating the Global Closing, to the extent such aggregate amount of Buyer Indemnified Parties’ Losses result primarily from the infringement for purposes of applicable Intellectual Property by Seller prior to the Global Closing and arise from clause (xB) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closingbelow); and (vB) any feesuntil the aggregate amount of Buyer Indemnified Parties’ Losses exceeds an amount equal to one and one percent (1.0%) of the Purchase Price (including the Additional Amount, expenses or if applicable) (the “Deductible Amount”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller under Section 11.02(a)(i) (other payments incurred or owed by than the indemnification obligation of Seller or any with respect to the Seller Affiliate Fundamental Representations) shall in no event exceed an amount equal to fifteen percent (15%) of the Purchase Price (including the Additional Amount, if applicable); and (iii) the cumulative indemnification obligation of Seller under this Article XI shall in no event exceed an amount equal to the Purchase Price (including the Additional Amount, if applicable); provided, however, that, notwithstanding anything in this Agreement to the contrary, the foregoing shall not apply to any agentExcluded Liability, broker, investment banker or other firm or person retained or employed by it in connection and nothing herein shall limit the Seller Parties’ obligations with respect to the transactions contemplated by this AgreementExcluded Liabilities.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable8.1 hereof, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates and each of their respective employees, officers, directorsdirectors and agents (collectively, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”"Buyer Indemnified Parties") harmless from and against against, and agree promptly to defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all claimsLosses which any Buyer Indemnified Party may at any time suffer or incur, lossesor become subject to, damages, liabilities, obligations as a result of or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingconnection with: (i) any breach (x) or inaccuracy as of the Global Closing Date, date of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or the Closing Date of any Ancillary of the representations, warranties or covenants made by the Company, the LLC, or Seller in or pursuant to this Agreement, or in any instrument or certificate delivered by the Company, the LLC, or Seller at the Closing in accordance herewith (it being understood and (y) as of the China Closing Dateagreed that, of any representation or warranty of Seller with respect notwithstanding anything to the China Business contrary contained in this Agreement, in each caseto determine if there had been an inaccuracy or breach of a representation, warranty or covenant of the Company, the LLC, or Seller and the Losses arising from such inaccuracy or breach, such representation, warranty or covenant shall be read as if it were not qualified by materiality, including, without giving effectlimitation, solely qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); provided, however, that Seller and Clarx xxxll have no liability for purposes Taxes relating to (a) taxable periods of determining the amount Company commencing on or after the Closing Date, including, without limitation, the Company's "C short year" (within the meaning of any Losses associated therewith (Section 1362(e)(1)(B) of the Code and not, for the avoidance corresponding provisions of doubt, for purposes of determining if such a breach has occurredstate and local law), (b) taxable periods of the LLC commencing after the Closing Date, including without limitation, the taxable period of the LLC beginning on the day following the Closing Date, and (c) further in the case of the LLC, Taxes attributable to any materiality or Business Material Adverse Effect qualifier contained thereinoperations of the LLC on the Closing Date by Buyer following the Closing; (ii) any breach failure by the Company, the LLC, or Seller to carry out, perform, satisfy and discharge any of any covenant of Seller contained in its or his covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any Ancillary Agreement contemplated of the other Transaction Documents delivered by the Company, the LLC, or Seller pursuant to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;this Agreement; and (iii) any claim failure by the Company, the LLC or Proceeding relating Seller prior to or in connection the Closing Date to comply with the WARN Act with respect to any employee of either the Company or the LLC. (b) Notwithstanding any other provision herein to the contrary, (i) Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 8.2(a)(i), unless the applicable Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 3.13 8.1 hereof and (ii) Seller shall not be required, pursuant to Section 8.2(a)(i), to indemnify and hold harmless any Buyer Indemnified Party until the aggregate amount of Buyer Indemnified Parties' Losses under Section 8.2(a)(i) exceeds $25,000 (the "Basket Amount"), after which Seller shall be obligated for all Losses of Buyer Indemnified Parties in excess of the Basket Amount up to an aggregate amount of $3,000,000; provided, however, that such $3,000,000 limitation shall not be applicable to Losses of Buyer Indemnified Parties resulting from intentional or fraudulent misrepresentations of the Company, the LLC, Seller Disclosure Scheduleor Clarx. (c) Further notwithstanding any other provision herein to the contrary, whether commenced prior Buyer shall be entitled to or after offset any Losses of Buyer Indemnified Parties under Section 8.2(a)(i) against amounts owing and unpaid to Seller under this Agreement without regard to the Global Closing$3,000,000 limitation contained in Section 8.2(b). (d) Notwithstanding anything to the contrary contained herein, for purposes of computing any liability of Seller for indemnification under this Article 8, the parties shall first submit any prospective claims for indemnification to insurers under any applicable insurance policies (including title insurance policies) of the Company and/or Buyer, and any Losses suffered by Buyer shall be offset by any insurance recovery to the extent such Losses result primarily from received under (i) any policies of the infringement of applicable Intellectual Property by Seller Company owned (or paid for) at or prior to the Global Closing Closing, and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (ivii) any Retained Liability pre-Closing or post-Closing policies of Buyer or any policies of the Company procured after the Global Closing Closing, but (in the case of Retained Liabilities any policies of the type specified in this clause (ii)) net of (x) an allocable portion of the premiums paid on such policies and (y) any increase in premiums that are retained by Seller Buyer or the Company may incur as a result of the claim; provided, however, that Buyer need not submit any claim under any of its policies or any post-Closing policies of the Company if in the reasonable judgment of Buyer's Chief Executive Officer such claim would result in a termination of such policies. Buyer shall, in connection with any claim for indemnity, (i) first seek recovery against any insurance policies as provided above, subject to the Global Closinglimitations set forth above; (ii) second offset the claim against the Deferred Purchase Price; and after (iii) seek recourse against Seller personally; provided, however, that if pursuant to a final arbitration award or judgment, Seller becomes liable to Buyer for an indemnifiable claim, and insurance proceeds are insufficient to satisfy such claim, then Buyer may immediately pursue the China Closing (in the case of Retained Liabilities that are retained by balance against Seller in connection with the China Closing); and (v) any feespersonally, expenses or other payments incurred or owed by Seller or any Seller Affiliate subject to any agent, broker, investment banker or other firm or person retained or employed by it limitations set forth in connection with the transactions contemplated by paragraph (b) of this AgreementSection 8.2.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable9.07, Seller shall be liable for and shall indemnify, defend agrees to indemnify and hold harmless Purchaser and each of Buyer and its affiliates (including the Company and each of their respective its subsidiaries) and the officers, directors, employees, stockholders, agents and representatives of Buyer and its affiliates (the each, a “Purchaser IndemniteesBuyer Indemnitee”) from and against any and all claimsLosses (other than Losses relating to taxes, lossesfor which indemnification provisions are set forth in Section 9.02(b)) asserted against, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered imposed upon or incurred by such Purchaser Buyer Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) that arise out of, are related to the extent arising or resulting from any of the followingin connection with: (i) any inaccuracy or breach of (xA) as of the Global Closing Date, of any Company Fundamental Representation or Seller Fundamental Representation or (B) any representation or warranty of the Company or Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, other than any Company Fundamental Representation or Seller Fundamental Representation (it being agreed that, in each case, without giving effectthe case of clauses (A) and (B), solely for purposes of determining the existence of any such inaccuracy or breach or the amount of any Losses associated therewith (Loss with respect thereto, all such representations and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredwarranties that are qualified as to “materiality” shall be deemed to be not so qualified), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of failure by the Company or Seller to perform or comply with any covenant or agreement of the Company or Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingAgreement; (iii) any claim or Proceeding relating to or Proceedings, demands, assessments, Judgments, damages, awards, costs and expenses in connection with the matters set forth in Section 3.13 transactions contemplated by this Agreement or any subsequent corporate reorganization or business combination of the Company or any of its subsidiaries brought by any current or former holder of securities of Seller Disclosure Scheduleor former holder of Membership Interests, option holder or former option holder or holder of other securities or any former holder of other securities of the Company or any of its subsidiaries (whether commenced prior or not a party to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentthis Agreement); (iv) any Retained Liability after the Global Closing (Debt or Unpaid Expenses not reflected in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closingcalculations delivered pursuant to Section 2.01(b); and (v) any feesand all Proceedings, demands, assessments, Judgments, damages, awards, costs and expenses or other payments incurred or owed by Seller or any Seller Affiliate (including reasonable third-party fees and expenses) incident to any agent, broker, investment banker of the foregoing or other firm or person retained or employed by it incurred in connection with the transactions contemplated enforcement of the rights of any Buyer Indemnitee with respect to the foregoing clauses (i) through (iv). (b) Seller agrees to indemnify and hold harmless each Buyer Indemnitee from and against any and all Losses asserted against, imposed upon or incurred by such Buyer Indemnitee that arise out of, are related to or in connection with: (A) all Liability for taxes of the Company or any of its subsidiaries for any Pre-Closing Tax Period; (B) taxes (as a result of any applicable tax Law) of any person other than the Company and its subsidiaries for which the Company or any of its subsidiaries becomes liable (x) as a result of being or having been, at any time before the Closing, part of any consolidated, combined, affiliated aggregate, unitary or similar group, (y) as a transferee or successor for tax purposes before the Closing or (z) as a result of a Contract entered into before the Closing; (C) any inaccuracy or breach of any representation or warranty set forth in Section 3.12 (it being agreed that for solely purposes of determining the existence of any such inaccuracy or breach or the amount of any Loss with respect thereto, such representations and warranties that are qualified as to “materiality” shall be deemed to be not so qualified); (D) the failure by the Company or Seller to perform or comply with any covenant or agreement of the Company or any of its subsidiaries or Seller in this Agreement relating to taxes; and (E) all Liability for taxes allocated to Seller under Section 6.04. (i) In the case of a portion of any Straddle Period included in any Pre-Closing Tax Period: (A) taxes imposed on a periodic basis (such as real, personal and intangible property taxes) for any Pre-Closing Tax Period shall be equal to the amount of such taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; (B) taxes (other than taxes described in clause (A)) for any Pre-Closing Tax Period shall be computed (1) as if such taxable period ended as of the close of business on the Closing Date and (2) in the case of any such taxes attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable applicable Law), as if the taxable period of that entity ended as of the close of business on the Closing Date. (c) The parties acknowledge and agree that the rights of any Buyer Indemnitee to indemnification pursuant to this Section 9.02 with respect to a representation, warranty, covenant or agreement of the Company or Seller are an essential part of the economic terms of, and the allocation of risks contained in, this Agreement, and that any Buyer Indemnitee’s rights to indemnification therefor shall in no way be limited, eliminated or otherwise affected by the fact that such Buyer Indemnitee, or any of its directors, officers, employees or advisors, was at any time prior to the Closing or the execution of this Agreement aware (or should have become aware) that any such representation or warranty was inaccurate or had been breached or that any such covenant or agreement had not been performed or complied with.

Indemnification by Seller. Subject Upon the terms and subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicableconditions of this Article XI, Seller shall be liable for and shall indemnifyindemnify Purchaser, defend and hold harmless Purchaser and each of its affiliates the Subsidiaries, their Affiliates and each of their respective officers, directors, employees, stockholders, employees and agents against and representatives (the “Purchaser Indemnitees”) hold them harmless from and against any and all claims, losses, damages, liabilities, obligations claims, damages or expenses (including costs of investigation and defense and reasonable legal fees and expenses) whether or not involving a third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing claim (collectively, “Losses”), "Claims") suffered or incurred by any such Purchaser Indemnitee indemnified Person arising from, relating to or otherwise in respect of (without duplication for a) any Loss for which indemnification may be provided under more and all obligations and liabilities, secured or unsecured, whether absolute, accrued, contingent or otherwise, whether known or unknown and whether or not due ("Liabilities") of Seller or the Subsidiaries other than one provision of this Section 9.01) to the extent arising or resulting from any of the following: Assumed Liabilities; (ib) any breach (x) as of the Global Closing Dateof, of or inaccuracy in, any representation or warranty of Seller with respect to the Global Business contained or Subsidiaries in this Agreement (without giving effect to any supplement to the Schedules to this Agreement) or any Ancillary Agreementcertificate, and instrument or other document delivered pursuant hereto or in connection herewith; (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (iic) any breach of any covenant of Seller or, with respect to the period prior to the Closing, the Subsidiaries, contained in this Agreement Agreement; (d) any exercise or attempt to exercise any right of refusal or similar right with respect to the sale of the Subsidiaries, the Business or any Ancillary Agreement contemplated portion thereof, including but not limited to be performed prior to the date of any such breach, provided that breaches of covenants relating to the China Business right described on Schedule 2.2; or the China Acquisition shall only be subject to indemnification following the China Closing; (iiie) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of a breach of a software license agreement as a result of the Seller Disclosure Schedule, whether commenced prior to or after hiring of the Global Closing, to FleetShare Employees by the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementSubsidiaries.

Indemnification by Seller. (a) (i) Subject to the limitations set forth in Section 9.04this Article XI, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Affiliates and each of their respective owners, officers, directors, employees, stockholdersagents, agents successors and representatives assigns (including, after the Closing Date, the Target Companies) (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), Covered Losses suffered or incurred by any such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or Buyer Indemnified Party resulting from or arising out of: (A) the failure of any of the following: (i) any breach (x) Fundamental Representations to be true and correct on and as of the Global Closing DateDate (or with respect to any Fundamental Representations made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (B) the failure of any Tax Representations to be true and correct on and as of the Closing Date (or with respect to Tax Representations made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (C) the failure of any representation or warranty set forth in Article IV (other than any Seller Fundamental Representations) to be true and correct as of Seller the Closing Date (or with respect to the Global Business contained in this Agreement any such representation or any Ancillary Agreement, and (y) warranty made as of a specific date, the China Closing Datefailure of such representations and warranties to be true and correct as of such date), in each case solely due to a Seller Fraudulent Misrepresentation; (D) the failure of any representation or warranty set forth in Article III to be true and correct as of Seller the Closing Date (or with respect to any such representation or warranty made as of a specific date, the China Business contained in this Agreementfailure of such representations and warranties to be true and correct as of such date), in each case, without giving effect, case solely for purposes of determining the amount of any Losses associated therewith due to a Company Fraudulent Misrepresentation; (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (iiE) any nonfulfillment or breach of any covenant of Post-Closing Covenant made by the Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iiiF) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementApplicable Proceeding.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04terms and conditions of this ARTICLE IX, from and after the Global Closing or the China Closing, as applicable, the Seller shall be liable for indemnify and shall indemnifydefend the Purchaser, defend and hold harmless Purchaser and each of its affiliates Affiliates, and each of their respective officersemployees, directors, employeesofficers, stockholders, agents agents, and representatives (collectively, the “Purchaser IndemniteesGroup”) from ), against, and against shall hold each of them harmless from, any and all claims, losses, damages, liabilities, obligations Losses incurred or expenses including reasonable third-party legal fees and expenses and all amounts paid sustained by the Purchaser Group based upon or arising out of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as representations or warranties of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of covenant, agreement, or obligation to be performed by the Seller contained in pursuant to this Agreement or any Ancillary Agreement contemplated to be performed prior to other Transaction Document (which shall not include the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Transition Services Agreement); or (iiic) any claim Excluded Asset or Proceeding relating Excluded Liability. The foregoing indemnity obligations will not apply to (i) the extent that such Losses arise out of or in connection with result from the matters set forth in Section 3.13 fraud, gross negligence, and/or willful misconduct of Purchaser or its Affiliates, and/or any related breach by Purchaser of its representations, warranties, and/or covenants hereunder, or (ii) Losses for which Purchaser has an obligation to indemnify the Seller Disclosure ScheduleGroup pursuant to Section 9.03, whether commenced prior as to or after which Losses each Party shall indemnify the Global Closing, other to the extent of its respective liability for such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementLosses.

Indemnification by Seller. Subject to the limitations set forth other terms and conditions of this (a) any inaccuracy in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each breach of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the Ancillary Documents, or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement, or any Ancillary Agreement contemplated obligation to be performed prior by Seller pursuant to the date this Agreement, or any certificate or instrument delivered by or on behalf of such breach, provided that breaches of covenants relating Seller pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingthis Agreement; (iiic) any claim Excluded Asset or Proceeding relating any Excluded Liability; (d) the Assumed Environmental Liabilities, to or the extent, if any, that Losses incurred by Buyer in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller same prior to the Global tenth (10th) anniversary of the Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court Date exceed the amount of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing ($25,000,000 in the case aggregate, but not in any event including any Environmental Claims, Liabilities, or Losses arising directly out of Retained Liabilities that are retained any asset retirement obligations or arising solely by Seller reason of Buyer’s ownership and operation of the Purchased Assets following the Closing Date. Nothing in connection with this Section 8.02 shall preclude Buyer from commencing litigation to enforce the Global Closing) provisions of this Section 8.02 and after enforcing any related judgement if the China Closing (requirements for commencement of litigation in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementARTICLE VIII have otherwise been satisfied.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article X, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates, including the Company, and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingreason of: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to or the Global Business Company contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement (other than in respect of Section 2.09, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article XI), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (ii) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Seller or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article XI, it being understood that the date of sole remedy for any such breach, provided that breaches violation or failure shall be pursuant to Article XI). (b) for purposes of covenants relating this Article X, any breach or inaccuracy of the Company’s or the Seller’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller’s Knowledge”). (c) Notwithstanding any other provision of this Article X, Seller and the Company shall not have any obligation to Buyer and its Affiliates pursuant to the China Business or the China Acquisition shall only be subject provisions of this Section 10.02 based on any alleged Title Defect that is discovered by Buyer after Closing, nor for any notice related to indemnification following the China Closing; (iii) any claim or Proceeding relating Title Defect that is delivered to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.047.3 and Section 7.4, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholdersofficers, agents Representatives and representatives Affiliates (including the Genesis Companies) and their respective successors and permitted assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) from from, against and against in respect of any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement Losses which Purchaser suffers arising out of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision as a result of this Section 9.01) to the extent arising or resulting from any of the following: (ia) the breach of, or any breach (x) inaccuracy in, any representation or warranty, as of the Global 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 any certificate provided by Seller pursuant to this Agreement); (b) the breach or violation of any representation covenant, obligation or warranty agreement of Seller or the Company in this Agreement (and, with respect to the Global Business contained Company, 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) any Transaction Expenses not discharged on or prior to the Closing; (d) any ERISA Affiliate Liability; (e) failure to properly treat the employees of the Genesis Companies as employees of a single employer (with Seller and its other ERISA Affiliates) when applicable for purposes of Section 414 of the Code (including for purposes of nondiscrimination testing under the Company 401(k) Plans); (f) the Loan Repayments and Contributions or the Redemption; or (g) (i) any Liabilities of Enterprises and (ii) any Liabilities of Americas or Holdings, which were incurred by Americas or Holdings prior to the Closing or which relate to any transactions, actions or inactions of, or any Ancillary Agreementevents, and (y) as of the China Closing Datefacts or circumstances relating to, of any representation Americas or warranty of Seller with respect to the China Business contained in this AgreementHoldings, which, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality occurred or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed arose prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject (a) If the Closing occurs, Seller shall hold harmless and indemnify each of the Purchaser Indemnified Persons from and against, and shall compensate and reimburse each of the Purchaser Indemnified Persons for, any Damages that are suffered or incurred by any of the Purchaser Indemnified Persons or to which any of the Purchaser Indemnified Persons otherwise becomes subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are connected with: (i) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement as of the date of this Agreement; (ii) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement as if such representation and warranty was made as of the Closing Date; (iii) any breach of any covenant or obligation of Seller contained in this Agreement; (iv) any Liability of Seller or any Subsidiary of Seller (and any Claim against any Purchaser Indemnified Person relating to any such Liability or any Liability of Seller or any Subsidiary of Seller otherwise relating to any circumstance, condition or event that existed or occurred prior to the Closing with respect to the Business), other than the Assumed Liabilities and any matters referred to in clause “(viii)” of this sentence; (v) any Liability to which Purchaser or any of the other Purchaser Indemnified Persons may become subject and that arises from or relates to any failure of Seller or any Subsidiary of Seller to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions; (vi) any Liability to which Purchaser or any of the other Purchaser Indemnified Persons may become subject and that arises from or relates to any provision of any of the Seller Contracts set forth on Schedule 8.2(a)(vi) that is inconsistent with the terms of the corresponding Standard Form Agreement (other than inconsistencies that are immaterial in all respects) (it being understood that all disclosures in the Disclosure Schedule regarding such Seller Contracts shall be disregarded for purposes of this Section 8.2(a)(vi)); (vii) any matter identified or referred to in Schedule 8.2(a)(vii), subject to the limitations set forth in Schedule 8.2(a)(vii); or (viii) any matter identified or referred to in Schedule 8.2(a)(viii). (b) Subject to Section 9.04, from and after the Global Closing or the China Closing, as applicable8.2(d), Seller shall not be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against required to make any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”indemnification payment pursuant to Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(vi) or Section 8.2(a)(viii) until such time as the total amount of all Damages that have been suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under one or more than one provision of this Section 9.01) to the extent arising or resulting from any of the following:Purchaser Indemnified Persons, or to which any one or more of the Purchaser Indemnified Persons has or have otherwise become subject, exceeds $2,250,000 (the “Threshold Amount”). If the total amount of such Damages exceeds the Threshold Amount, then the Purchaser Indemnified Persons shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Threshold Amount. (ic) any breach (x) as In no event shall the maximum aggregate amount of Damages which the Global Closing Date, of any representation or warranty of Seller Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the Global Business contained matters referred to in this Agreement or any Ancillary AgreementSections 8.2(a)(i), 8.2(a)(ii), 8.2(a)(v), 8.2(a)(vi), 8.2(a)(vii) and (y8.2(a)(viii) as exceed $55,500,000. In no event shall the maximum aggregate amount of Damages which the China Closing Date, of any representation or warranty of Seller Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the China Business contained matters referred to in this Agreement, in each case, without giving effect, solely for purposes of determining Section 8.2(a)(iii) exceed the amount of any Losses associated therewith the Consideration. (and not, for d) The limitations that are set forth in Sections 8.2(b) shall not apply: (i) in the avoidance case of doubt, for purposes of determining if such a breach has occurred), to any materiality fraud or Business Material Adverse Effect qualifier contained therein; willful misconduct; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided matters referred to in Section 8.2(a)(iii) or Section 8.2(a)(iv). The limitations that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters are set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from 8.2(c) shall not apply: (xi) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller fraud or willful misconduct; or (ii) to the matters referred to in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China ClosingSection 8.2(a)(iv); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from (a) From and after the Global Closing or the China Closing, as applicableand subject to the terms and conditions of this Agreement, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing Affiliates (collectively, “Lossesthe “ Buyer Indemnified Parties”)) against, suffered and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party may suffer or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising incur, or resulting from any of the followingbecome subject to, as a result of: (i) prior to their expiration in accordance with Section 12.01, the failure of any breach (x) representations or warranties made by Seller in this Agreement to be true and correct as of the Global Closing Date, except to the extent such representations and warranties relate to a specific date (in which case, the failure of such representations and warranties to be true and correct as of such specific date); (ii) prior to their expiration in accordance with Section 12.01, any representation breach or warranty failure by Seller to perform any of its covenants, agreements or obligations pursuant to this Agreement; or (iii) any Excluded Liability. (b) Notwithstanding anything in this Agreement to the contrary (other than as set forth in Section 9.01) and except for any claims or causes of actions arising out of, involving or otherwise in respect of actual and proven fraud: (i) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for any Losses pursuant to any of (y) Section 12.02(a)(i) (other than with respect to the Seller Fundamental Representations and representations and warranties made in Section 4.10) or (z) Section 12.02(a)(ii) to the extent relating to breaches of covenants that by their terms apply or are to be performed in whole or in part prior to the Closing Date: (A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $500,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses for purposes of clause (B) below); and (B) except with respect to the representations and warranties set forth in Section 4.05, until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $21,634,080.83 (the “Deductible Amount”), after which Seller shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; but only if such Losses also meet the requirements of Section 12.02(b)(i)(A); (ii) the cumulative indemnification obligations of Seller under (A) Section 12.02(a)(i) (other than the indemnification obligation of Seller with respect to the Global Business contained Seller Fundamental Representations and representations and warranties made in this Agreement or any Ancillary Agreement, Section 4.05 and Section 4.10) and (yB) as Section 12.02(a)(ii) for breaches of the China Closing Date, of any representation covenants that by their terms apply or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated are to be performed in whole or in part prior to the date of such breach, provided that breaches of covenants relating to Closing Date shall in no event exceed $108,170,404.15 (the China Business or the China Acquisition shall only be subject to indemnification following the China Closing“Cap”); (iii) any claim or Proceeding relating the cumulative indemnification obligation of Seller (A) with respect to or in connection with the matters set forth specified in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, 12.02(b)(ii) that are subject to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior Cap and (B) under Section 12.02(a)(i) (solely with respect to the Global Closing representations and arise from (xwarranties made in Section 4.05) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentshall in no event exceed $324,511,212.46; (iv) the cumulative indemnification obligation of Seller under Article XII with respect to any Retained Liability after Transferred Financing Contract, shall in no event exceed the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection Loan Purchase Price with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andrespect to such Transferred Financing Contract; (v) the cumulative indemnification obligation of Seller under Section 12.02(a)(i) (other than with respect to the representations and warranties made in Section 4.10) and Section 12.02(a)(ii) shall in no event exceed $540,852,020.76; (vi) the cumulative indemnification obligation of Seller under Section 9.01 and Article XII shall in no event exceed an amount equal to the Purchase Price (after giving effect to any feesupward or downward Post-Closing Adjustment pursuant to Section 3.06); (vii) the Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, expenses or other payments incurred based on, Taxes to the extent such Taxes (A) are attributable to Tax periods (or owed portions thereof) beginning after the Closing Date, (B) result from transactions or actions taken by Seller Buyer or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with of its Affiliates after the transactions Closing that are not specifically contemplated by this AgreementAgreement or (C) are reimbursable by or collectible from any Obligors pursuant to the terms of a Transferred Financing Contract.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicablethis Article X, Seller shall be liable for agrees to indemnify Buyer against, and shall indemnify, agrees to defend and hold Buyer harmless Purchaser and each of its affiliates and each of their respective officersfrom, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations Losses incurred or expenses including reasonable third-party legal fees and expenses and all amounts paid suffered by Buyer relating to or arising out of or in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from connection with any of the following: (ia) any Any breach (x) as of the Global Closing Date, of or inaccuracy in any representation or warranty of made by Seller with respect to the Global Business contained in this Agreement or any Ancillary AgreementRelated Agreement or any document delivered at the Closing; provided, however, that (A) except for breaches of or inaccuracies in Tax Warranties or Title and Authorization Warranties, a notice of Buyer's claim shall have been given to Seller not later than the close of business on the Survival Date, and (yB) as in the case of a Tax Warranty, a notice of the China Closing Buyer's claim shall have been given to Seller not later than the Tax Statute of Limitations Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (iib) any Any breach of or failure by Seller or the Company to perform any covenant or obligation of Seller contained such party set out or contemplated in this Agreement or any Ancillary Related Agreement contemplated to be performed prior to or any document delivered at the date of such breachClosing. (c) Any accounts receivable, provided that breaches of covenants relating to group rating receivable, intercompany receivable, shareholder receivable, or similar receivable (the China Business or "Receivables") reflected on the China Acquisition Closing Balance Sheet which remain outstanding on and after 180 days after the Closing Date. Indemnification under this Section 10.3(c) shall only not be subject to indemnification following any of the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters limitations set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.Article X.

Indemnification by Seller. Subject to (a) Seller shall defend, hold harmless and indemnify each of the limitations set forth in Section 9.04, Indemnitees from and after the Global Closing or the China Closingagainst, as applicable, Seller shall be liable for and shall indemnify, defend compensate and hold harmless Purchaser and reimburse each of its affiliates and each of their respective officersthe Indemnitees for, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), Damages that are suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingIndemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are connected with: (i) any breach (x) as of the Global Closing Date, of any representation or warranty of made by Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained thereinDisclosure Schedule; (ii) any breach of any covenant or obligation of Seller contained in this Agreement or any Ancillary other Transaction Agreement contemplated with respect to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingwhich Seller is a Party; (iii) any claim alleged or Proceeding relating to actual infringement, misappropriation or in connection with the matters set forth in Section 3.13 of other violation by the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement Proprietary Assets of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court any Proprietary Assets of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentany third party; (iv) any Retained Liability after of Seller, other than the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andAssumed Liabilities; (v) any fees, expenses or other payments incurred or owed by Seller Liability to which the Purchaser or any Seller Affiliate of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any agent, broker, investment banker failure to comply with any bulk transfer law or other firm or person retained or employed by it similar Legal Requirement in connection with any of the transactions contemplated Transactions; and (vi) any Proceeding relating directly or indirectly to any breach, alleged breach, Liability or matter of the type referred to in clauses (i) through (iv) above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this AgreementSection 6).

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this Article 11, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for indemnify and shall indemnifydefend Buyer and its Affiliates (including after the Closing, defend each Group Company) and hold harmless Purchaser and each of its affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses that is or may be incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) a breach of or inaccuracy in investigationany Fundamental Representation of Seller or the Company, defense or settlement as of the foregoing date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (collectivelyexcept for representations and warranties that expressly relate to a specified date, “Losses”the breach of which will be determined with reference to such specified date); (b) a breach of any covenant, suffered agreement or incurred obligation to be performed by such Purchaser Indemnitee Seller or the Company pursuant to this Agreement or the Put/Call Agreement; (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01c) the Group Company Transaction Expenses and the Closing Indebtedness (to the extent not included in the Estimated Adjustment Amount or the Adjustment Amount and thereby resulting in a Purchase Price reduction); (d) all Liabilities arising or resulting from any the application for the PPP Loan, the use of the following:PPP Loan proceeds and the PPP Loan forgiveness application process; (e) any Fraud by Seller or the Company as determined by Final Adjudication; (f) any (i) any breach (x) as of the Global Closing Date, of or inaccuracy in any representation or warranty of Seller with respect to the Global Business a Group Company, any breach of any covenant, agreement or obligation of a Group Company, or any indemnification obligation of a Group Company; in each case contained in this any Specified Sale Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, Fraud by a Group Company as determined by Final Adjudication (provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 for purposes of the Seller Disclosure Schedule, whether commenced prior definition of Fraud the reference therein to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate “this Agreement” shall refer instated to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Specified Sale Agreement.);

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE VIII, from each Seller severally (each for such Seller’s Pro Rata Share), and after the Global Closing or the China Closingnot jointly nor solidarily, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company Group) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement the Transaction Documents or in any Ancillary Agreement contemplated certificate or instrument delivered by or on behalf of Seller pursuant to the Transaction Documents (other than in respect of Section 3.19, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to the date of Transaction Documents (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingARTICLE VI); (iiic) any claim data or Proceeding relating to cyber privacy, security, or security breach notification incidents that resulted in connection with the matters set forth unauthorized access, collection, use, processing, storage, sharing, distribution, transfer, disclosure, security, destruction or disposal of any personal, financial, sensitive or confidential information or data (whether in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to electronic or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction any other form or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentmedium); (ivd) the failure to properly and timely record reinscriptions regarding any Retained Liability after mortgages in favor of any member of the Global Closing Company Group that encumber real (in the case of Retained Liabilities that are retained immovable) property owned by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to of any agentSeller, broker, investment banker or other firm or person retained or employed by it in connection with any member of the Company Group; (e) any liabilities arising under the agreements set forth on Schedule 3.18(d); or (f) any liabilities arising from the Company’s acquisition of directors and officers liability insurance policy for the transactions contemplated by under this Agreement.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend each Buyer and hold harmless Purchaser its Affiliates and each of its affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing Losses (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for other than any Loss for which indemnification may be provided under more than one provision of this already taken into account in the Post-Closing Adjustment pursuant to Section 9.012.07) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent arising or resulting from any of the followingby reason of: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the Ancillary Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Seller pursuant to this Agreement, the date Ancillary Documents or any certificate or instrument delivered by or on behalf of such breach, provided that breaches of covenants relating Seller pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingthis Agreement; (iii) any claim Excluded Asset or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentany Excluded Liability; (iv) any Retained Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Business, the Purchased Assets or the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; (v) any Liabilities of the UK Subsidiary or the UK Buyer arising from any Actions set forth in Section 4.18(a) of the Disclosure Schedules; and (vi) any Liabilities of the UK Subsidiary or the UK Buyer arising from such matters set forth on Section 8.02(a)(vi) of the Disclosure Schedules. (b) With respect to the UK Subsidiary, Seller shall pay to the UK Buyer an amount equal to: (i) any UK Subsidiary Tax Liability after of the Global UK Subsidiary arising in respect of or in consequence of an Event which occurred on or before the Closing (or in the case respect of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closingany period on or before); and (vii) any fees, all reasonable costs and expenses properly incurred and payable by the UK Subsidiary or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it the UK Buyer in connection with any UK Subsidiary Tax Liability for which a claim may be successfully made under this Section 8.02(b) or in connection with any action taken in taking, defending or settling any successful claim under this Section 8.02(b). For the transactions contemplated avoidance of doubt, Seller’s obligations to make payments to UK Buyer pursuant to this Section 8.02(b) shall be reduced by any amount paid by Seller to any Buyer Indemnitee pursuant to Section 8.02(a) for the same UK Subsidiary Tax Liability. (c) The covenant in Section 8.02(b) and the representations and warranties in Section 4.24 shall not apply to the extent that: (i) provision, reserve or allowance (including any provision for deferred tax) specifically in respect of that liability was made in the Closing Working Capital Statement or the UK Subsidiary Tax Liability was otherwise taken into account or reflected in the Closing Working Capital Statement or payment or discharge of such amount was reflected in the Closing Working Capital Statement; or (ii) such liability to UK Subsidiary Tax arises or is increased wholly or partly as a result any change in the law (including any change in the rates of UK Subsidiary Tax) or any change in the published practice of general application of any relevant Tax Authority, in each case announced and occurring after Closing; or (iii) any Relief arising on or before Closing is available to the UK Subsidiary to set against, or otherwise mitigate or eliminate, the liability to UK Subsidiary Tax; or (iv) the liability to UK Subsidiary Tax arises or is increased as a result of any change made after Closing to the accounting periods or the accounting basis, policy, practice or approach of the UK Subsidiary, except where the change is necessary to conform the UK Subsidiary’s accounting policies with generally accepted accounting practice; or (v) the liability would not have arisen but for any voluntary action, transaction or omission on the part of the US Buyer, the UK Buyer or the UK Subsidiary after Closing, which could reasonably have been avoided and which was outside the ordinary course of business, except that this exclusion shall not apply where any such action, transaction or omission is carried out or effected by the US Buyer, the UK Buyer or the UK Subsidiary: (A) pursuant to a legally binding commitment created on or before Closing; or (B) at the specific written request of the Seller; or (vi) the liability to UK Subsidiary Tax arises or is increased as a result of the failure by the Buyer to comply with any of its obligations under this Agreement; or (vii) the liability to UK Subsidiary Tax would not have arisen or would have been reduced or eliminated but for: (A) the making of a claim, election, surrender or disclaimer or the giving of a notice or consent or the doing of any other thing after Closing by Buyer or the UK Subsidiary or any other person connected with any of them (unless any provision or reserve for tax in the Closing Working Capital Statement is computed on the basis that such action will be taken); or (B) the failure or omission on the part of Buyer or the UK Subsidiary or any other person connected with any of them to make any valid claim, election, surrender or disclaimer or give any notice or consent or do any other thing the making, giving or doing of which was taken into account in computing any provision or reserve for tax in the Closing Working Capital Statement. (d) With respect to, “UK Subsidiary Tax Liability” means: (A) any liability to make an actual payment or increased payment of UK Subsidiary Tax or on account of or in respect of UK Subsidiary Tax (whether or not such liability is a primary liability of the UK Subsidiary and whether or not the Person so liable has or may have any right of indemnity or reimbursement against any other person) whether or not such liability has been discharged before Closing (the amount of such UK Subsidiary Tax Liability is the amount of the payment or increased payment of or in respect of the UK Subsidiary Tax) and (B) the use, setting off or deduction in whole or in part of any Relief arising to the UK Subsidiary in respect of any period (or part of any period) or Event occurring or deemed to occur after Closing against income, profits or gains earned, accrued or received on or before Closing or in respect of any period ended on or before Closing or against any UK Subsidiary Tax arising in respect of an Event occurring on or before Closing or in respect of any period ended on or before Closing where the use, setting off or deduction of that Relief has the effect of reducing or eliminating a liability of the UK Subsidiary to pay UK Subsidiary Tax which would, but for such use, setting off or deduction, have given rise to a claim by the UK Buyer against the UK Subsidiary. The amount of such UK Subsidiary Tax Liability is the amount of UK Subsidiary Tax which has been saved by the UK Subsidiary as a result of the use, set off or deduction of the Relief.

Indemnification by Seller. Subject to (a) Seller shall hold harmless and indemnify each of the limitations set forth in Section 9.04, Indemnitees from and after the Global Closing or the China Closingagainst, as applicable, Seller shall be liable for and shall indemnifypay, defend compensate and hold harmless Purchaser and reimburse each of its affiliates and each of their respective officersthe Indemnitees for, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations Damages which are directly or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), indirectly suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingIndemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any breach (x) as of the Global Closing Date, Breach of any representation or warranty of made by Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), effect to any materiality qualification or Business Material Adverse Effect qualifier similar qualification contained thereinor incorporated directly or indirectly in such representation or warranty); (ii) any breach Breach of any covenant of Seller representation, warranty, statement, information or provision contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingDisclosure Schedule; (iii) any claim Breach of any covenant or Proceeding relating to or obligation of Seller contained in connection with the matters set forth in Section 3.13 any of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentTransactional Agreements; (iv) any Retained Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability after or matter of the Global Closing type referred to in clause "(in i)," "(ii)," or "(iii)" above (including any Proceeding commenced by any Indemnitee for the case purpose of Retained Liabilities enforcing any of its rights under this Section 6). (b) In the event that are retained by Seller Castleworks or E-Focus suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or Breach of any representation, warranty, covenant or obligation, then (without limiting any of the Global Closing) rights of Castleworks or E-Focus as an Indemnitee), the Purchaser shall also be deemed, by virtue of its 24. ownership of the membership interests of Castleworks and after the China Closing (in the case E-Focus, to have incurred Damages as a result of Retained Liabilities that are retained by Seller and in connection with such inaccuracy or Breach; PROVIDED, HOWEVER, that this provision shall be construed to allow the China Closing); andPurchaser to recover such Damages of Castleworks or E-Focus instead of, and not in addition to, a recovery of such Damages by Castleworks or E-Focus. (vc) any feesIn the event the Purchaser believes that it shall have become entitled to indemnification pursuant to this Section 6.2, expenses the Purchaser shall use commercially reasonable efforts to so notify Seller, either orally or other payments incurred or owed by in writing; PROVIDED, HOWEVER, that the Purchaser's failure to so notify Seller or to use commercially reasonable efforts so notify Seller (i) shall be of no legal effect whatsoever; (ii) shall not constitute a Breach of this Agreement or any Seller Affiliate of the other Transactional Agreements and (iii) shall not in any manner whatsoever affect the rights of the Purchaser, the other Indemnitees or any other Person under any of the Transactional Agreements or pursuant to the Transactions, including, without limitation, the right of any agent, broker, investment banker or other firm or person retained or employed by it in connection with Indemnitee to indemnification pursuant to this Section 6.2 and the transactions contemplated by this right of any Indemnitee to seek recovery therefor pursuant to a claim under the Escrow Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for jointly and shall indemnify, severally indemnify and defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Article VI). (iiic) For purposes of this Section 8.02, any claim inaccuracy in or Proceeding relating breach of any representation or warranty shall be determined without regard to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Scheduleany materiality, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses Material Adverse Effect or other payments incurred similar qualification contained in or owed by Seller otherwise applicable to such representation or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementwarranty.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE VI, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, any and all claims, losses, damages, liabilities, obligations deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable third-party legal attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered incurred or incurred by such Purchaser Indemnitee sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to: (without duplication for a) any Loss for which indemnification may be provided under more than one provision inaccuracy in or breach of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each caseany other Transaction Document, without giving effector any schedule, solely for purposes certificate, or exhibit related thereto, as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto; (c) any Third-Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller contained in or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third-Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing. Seller’s aggregate liability for any Ancillary Agreement contemplated to be performed prior to the date Losses arising out of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with this Agreement is limited to an amount of USD 1,488,000.00, provided, however, that the matters set forth in Section 3.13 preceding limitation shall not apply to Losses arising out of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with any claim relating to infringement of intellectual property. In no event and notwithstanding any other provisions under this Agreement, shall either Party be liable to the Global Closing) and after the China Closing other Party for any consequential, incidental or indirect damages, including, but not limited to, lost profits, goodwill impairment, loss of production or similar damages or losses (whether direct, indirect or consequential). The limits in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any feesthis clause shall not apply to damages resulting from gross negligence, expenses willful misconduct or other payments incurred fraudulent conduct or owed by Seller bodily injury, death or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with compulsory liability under the transactions contemplated by this Agreementgoverning law.

Indemnification by Seller. Subject (a) Seller shall indemnify against and hold Buyer, its Affiliates and their respective employees, officers and directors (collectively, the “Buyer Indemnified Parties”) harmless from, and agrees to the limitations set forth in Section 9.04, promptly defend any Buyer Indemnified Party from and after the Global Closing or the China Closingreimburse any Buyer Indemnified Party for, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claimsLosses that such Buyer Indemnified Party may at any time suffer or incur, lossesor become subject to, damages, liabilities, obligations as a result of or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingconnection with: (i) any breach (x) as of the Global Closing Date, failure of any representation or warranty of Seller with respect (whether made in or pursuant to the Global Business contained in this Agreement or in any Ancillary Agreement, instrument or certificate delivered by the Seller at the Closing in accordance herewith) to be true when made and (y) at and as of the China Closing DateDate as if made at and as of such date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date need be true only as of such specified date), in each case determined without regard to any Material Adverse Effect qualification contained in any representation or warranty (other than Section 3.12(b)(i)) (each such misrepresentation and breach of warranty, or such failure of any representation or warranty of to be true, a “Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredWarranty Breach”), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach failure by Seller to carry out, perform, satisfy and discharge any of any covenant of Seller contained in its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any Ancillary Agreement contemplated of the documents and/or other instruments delivered by Seller pursuant to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingthis Agreement; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentExcluded Assets; (iv) any Retained Liability after the Global Closing Excluded Liabilities, other than those set forth in Section 2.04(d) (in v) the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing)Environmental Liabilities; and (vvi) any fees, expenses to the extent arising from the operation of the Stations before the Closing Date other than as a result of or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with any Assumed Liability. (b) Notwithstanding any other provision to the transactions contemplated contrary, Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a)(i): (A) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (B) until the aggregate amount of the Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches exceeds $150,000, and then only to the extent of such Losses in excess of such amount; provided, however, that the cumulative indemnification obligation of Seller under this Section 12.03 and Section 9.01 shall in no event exceed $2.5 million. (c) Parent, by its execution of this Agreement, hereby absolutely and unconditionally guarantees the full performance by Seller of its obligations under Section 12.03(a), subject to the limitations of Section 12.03(b).

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE VIII, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer, its affiliates and each of Affiliates (including the Company), their respective officersRepresentatives, directorsand their direct or indirect equityholders (collectively, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China ClosingARTICLE VI); and (vc) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementIndemnified Taxes.

Indemnification by Seller. Subject to Seller shall indemnify, defend, and hold harmless the limitations set forth in Ben Parties, their Affiliates (including parent and subsidiary entities) and their respective Representatives, partners, members, stockholders, trustees, beneficiaries, successors, assignors and assignees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such indemnified Person (within the meaning of Section 9.0415 of the Securities Act and Section 20 of the Exchange Act), and the Representatives, partners, members, stockholders, trustees, beneficiaries, successors, assignors and assignees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person, from and after the Global Closing against all Losses based upon or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each arising out of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: : (i) Seller’s breach of any breach provision contained in any Primary Transaction Agreement, (xii) the characterization of any payments pursuant to Section 3.3 as other than adjustments to the Purchase Price, or (iii) (A) any untrue statement or alleged untrue statement of a material fact contained in any Consent Solicitation, (B) an omission or alleged omission to state in any Consent Solicitation a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any violation or alleged violation of the Global Closing DateSeller (or any of its Affiliates or its or their Representatives) of the Securities Act, of Exchange Act, any representation state securities laws or warranty of Seller any rule or regulation promulgated thereunder with respect to any Consent Solicitation; provided that the Global Business indemnity contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; clause (iii) any claim shall not apply to Losses to the extent that they arise out of or Proceeding relating to are based upon actions or omissions made in connection reliance upon and in conformity with the matters set forth in Section 3.13 written information furnished by or on behalf of the Seller Disclosure ScheduleBen Parties expressly for use in such Consent Solicitation, whether commenced prior to or after the Global Closing, except to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller information has been corrected in a subsequent writing prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment delivery of an Election Notice by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in Person asserting the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementclaim.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from From and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Affiliates, and each of their respective the directors, officers, directors, employees, stockholders, employees and other agents and representatives (the “Purchaser Indemnitees”) of Buyer and its Affiliates from and against any and all liabilities, judgments, claims, settlements, losses, damages, liabilitiesfees, Liens, Taxes, penalties, obligations or and expenses (including reasonable third-party legal attorney’s fees and expenses and all amounts paid in costs and expenses of investigation, defense or settlement of the foregoing ) (collectively, “Losses”)) incurred or suffered, suffered directly or incurred indirectly, by any such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision Person arising from, by reason of this Section 9.01) to the extent arising or resulting from any of the followingin connection with: (ia) any breach (x) as of the Global Closing Date, or inaccuracy of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breachcertificate, provided that breaches of covenants relating to the China Business instrument or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to other document delivered by Seller hereunder or in connection with the matters set forth in Section 3.13 consummation of the Seller Disclosure Schedule, whether commenced prior to transactions contemplated hereby or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentthereby; (ivb) the non-fulfillment or breach of any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained covenant, obligation or agreement made by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andthis Agreement; (vc) the failure of Seller to comply with any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate Laws relating to any agent, broker, investment banker or other firm or person retained or employed by it in connection with Tax applicable to the transactions contemplated by this Agreement; and (d) any inaccuracy, non-fulfillment or breach by Communications of its representations, warranties, covenants, agreements or other obligations under the Communications Purchase Agreement; provided, however, that Seller shall have no obligation pursuant to this Section 8.1 with respect to Losses arising from a breach of representations and warranties until the aggregate amount of such Losses exceeds $25,000, and then only for Losses in excess of such amount. Seller acknowledges that Buyer is relying upon the representations and warranties of Seller hereunder in purchasing shares of stock of the Company from Communications pursuant to the Communications Purchase Agreement, and Seller further acknowledges that a Loss suffered by Buyer by reason of such reliance constitutes a “Loss” for purposes of this Section 8.1.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company and each of Holdco) and their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); (c) the leasing, use or conducting of any operations of any nature, at any time prior to the date of such breachClosing, provided that breaches of covenants relating by any Seller Party or any other Person, including, prior to the China Business or Closing, the China Acquisition shall only be subject to indemnification following Company, at the China Closing; (iii) property located at 1710 W. 2600 South, Xxxxx Cross, Utah, including any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 Losses comprised of the Seller Disclosure Schedulecosts of investigations, whether commenced prior to monitoring, clean-up, remediation, removal, restoration, court costs and fees and out-of-pocket expenses of attorneys and expert witnesses of any kind or after the Global Closingnature whatsoever, in each case to the extent such Losses result primarily reasonably necessary following any inquiry or demand from a Governmental Authority or other Person not affiliated with Buyer; or (d) any Indebtedness of the infringement of applicable Intellectual Property by Seller prior Company or Holdco to the Global extent not paid at the Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closingpursuant to Section 2.03(a)(i) and after not factored into determination of the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate Purchase Price pursuant to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementSection 2.02.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its respective subsidiaries and affiliates and each of their respective persons servings as shareholders, officers, directors, employees, stockholders, agents partners or employees thereof (individually a "Buyer Indemnified Party" and representatives (collectively the “Purchaser Indemnitees”"Buyer Indemnified Parties") harmless from and against any and all claims, losses, damages, liabilities, obligations losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or expenses including reasonable nature whatsoever (whether or not arising out of third-party legal fees claims and expenses and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Article XIII) (collectivelyhereafter, “"Losses”)") which may be sustained or suffered by any of them arising out or based upon any of the following matters: Fraud, suffered intentional misrepresentation or incurred a deliberate or wilful breach by Seller of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto. Any other breach of any representations, warranty or covenant of Seller under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such Purchaser Indemnitee (without duplication representations, warranties or covenants. Any liability of Seller for Taxes owed by it payable for any Loss for period prior to the Date of Closing. Any and all claims, debts, liabilities and obligations of any type kind or nature which indemnification may be provided under more than one provision arose, result from or relate in any way to the operation of this Section 9.01) the Restaurant prior the Date of Closing, but only to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, that such obligations do not constitute Assumed Obligations. The claim of any representation broker, finder or warranty other agent employed by or on behalf of Seller with respect to the Global Business contained in this Agreement Seller. Any and all employment practices, decisions, actions or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property proceedings undertaken by Seller prior to the Global Date of Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after operation of the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementRestaurant.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article IX, Seller shall be liable for indemnify and defend each of Buyer and its Affiliates (including, after Closing, each of the Group Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall indemnify, defend and hold harmless Purchaser and each of its affiliates them harmless from and against, and shall pay and reimburse each of their them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon or arising out of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or any Group Company in any Transaction Document, including any of the representations or warranties contained in Article III or Article IV or any certificate or instrument delivered by or on behalf of Seller or any Group Company pursuant to this Agreement, or any allegation by a third party that, if true, would constitute such an inaccuracy or breach, the; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or any of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Group Company on or prior to the Closing) pursuant to any Transaction Document or any allegation by a third party that, if true, would constitute such a breach or non-fulfillment; (c) any Closing Indebtedness or Transaction Expenses to the extent not set forth on the Payoff Letters or otherwise reflected in and adjusted for in the Final Closing Statement; (d) any claim asserted by any Person who is or was, or who claims to be or to have been, the holder of, or entitled to acquire or receive, any Shares, equity interest, option or other security of any Group Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Group Company to any past or present officers, directors, employees, stockholdersformer employees or independent contractors of any Group Company (whether under Law, agents and representatives any Organizational Document, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against such past or present officers, directors, employees, former employees or independent contractors which (i) are asserted on or prior to the “Purchaser Indemnitees”Closing Date or (ii) arise or are based, in whole or in part, on any events, activities or actions occurring on or prior to the Closing Date or conditions caused or contributed to on or prior to the Closing Date; (f) any (i) Environmental Claim based upon or arising out of any action, inaction, event, failure to act, circumstance or condition occurring or existing (including, in each case, with or without notice or lapse of time or both) on or prior to the Closing Date, (A) which is not instituted by a Buyer Indemnitee from and against or as a result of its own independent investigation or independent action, in each case, absent an affirmative obligation under any and all claimsEnvironmental Law, lossesEnvironmental Notice, damages, liabilities, obligations Environmental Permit to make such an investigation or expenses including reasonable third-party legal fees and expenses and all amounts paid take such an action (in investigation, defense or settlement the case of the foregoing such an obligation any such Environmental Claim shall be included in this clause (collectively, “Losses”i), suffered or incurred (B) which is required by, imposed by, initiated by, or otherwise necessary or appropriate to comply with any Environmental Law, Environmental Notice, Environmental Permit or any request or requirement of a Governmental Authority (regardless of whether required by, imposed by, initiated by, a Buyer Indemnitee or otherwise) or (ii) presence or Release of any Hazardous Material (A) on, at, to or from any property currently owned, operated or leased by such Purchaser Indemnitee any Group Company, (without duplication for B) on, at, to or from any Loss for which indemnification may be provided under more than one provision property formerly owned, operated or leased by any Group Company during the time of this Section 9.01) any Group Company’s (or any other Person’s to the extent arising such Person would qualify as a Group Company at such time) ownership, operation or resulting lease of such property, or (C) on, at, to or from any location where Hazardous Materials were disposed of, transported to or transferred by or on behalf of any Group Company on or prior to the Closing Date and, in each case, any subsequent migration of such Hazardous Materials; provided, however, that Losses pursuant to this Section 9.02(f) shall not include any Loss suffered by Buyer or the Company based upon or arising out of an Environmental Claim with respect to the property located at 000 Xxxx 00xx Xxxxxx, Xxxxxxx XX 00000; (g) any Action set forth on, or required to be set forth on, Section 3.16(a) of the following:Disclosure Schedules; (h) any breach of the Confidentiality Agreement or the Letter Agreement by Seller, any Group Company, or any of their respective Representatives to the extent such breach is based upon, relating to or arising out of events, actions or failures to act occurring on or prior to the Closing; (i) any breach Excluded Asset; (xj) the Reorganization; provided, however, that Losses pursuant to this Section 9.02(j) shall not include any Loss suffered by Buyer or the Company as a result of the Global Closing Datefailure of the purchase of the Company stock by Buyer to be treated as the purchase of the Company assets for federal and state income tax purposes pursuant to Section 1361 of the Code, of including any representation or warranty of Seller with respect Loss attributable to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as failure of the China Closing Date, transaction to result in a step up in basis of the Company assets for federal and state income tax purposes; or (k) any representation or warranty Action relating to any matter referred to in clauses (a) through (j) above (including any Action commenced by any Buyer Indemnitee for the purpose of Seller with respect to the China Business contained in enforcing its rights under this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredincluding this Article IX), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this ARTICLE VI, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.23, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE V), as of the date such representation or warranty was made (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 prior by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE V, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingARTICLE V); (iiic) any claim Transaction Expenses or Proceeding relating to or in connection with the matters set forth in Section 3.13 Indebtedness of the Seller Disclosure Schedule, whether commenced prior to or after Company outstanding as of the Global Closing, Closing to the extent such Losses result primarily not deducted from the infringement Purchase Price in the determination of applicable Intellectual Property by Seller prior the Estimated Purchase Price pursuant to Section 2.02(c) or disbursed from the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentPurchase Price Adjustment Escrow Fund pursuant to Section 2.04(e); (ivd) any Retained Liability after Clawback PPP Loan Amount and any PPP Expense Amount; (e) any failure to obtain the Global Closing approvals, consents or waivers as contemplated by Section 7.06(a) or the invention assignment agreements as contemplated by Section 7.06(c); or (in the case of Retained Liabilities that are retained by Seller f) any amounts payable to any Persons pursuant to, resulting from or arising in connection with with, the Global Closing) and after ICP Program, including any failure to obtain the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions letter agreements as contemplated by this AgreementSection 7.06(d).

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from From and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser and each of its affiliates and each of Buyer, the Company, the Company Subsidiaries and/or their respective officersshareholders, directors, officers, employees, stockholdersagents, agents and representatives (the “Purchaser Indemnitees”) successors and/or assigns harmless from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid Losses in investigation, defense or settlement excess of the foregoing amount, if any, reserved or deducted for a particular matter in the Closing Price Documents (collectively, “Losses”), including any costs of environmental remedies or cleanup) suffered or incurred by such Purchaser Indemnitee any of them which result from or arise out of: (without duplication for any Loss for which indemnification may be provided under more than one provision a) Any inaccuracy in or breach of this Section 9.01) to the extent arising or resulting from any of the following:representations or warranties of the Company or the Seller made in this Agreement; (ib) Any breach or nonperformance of any breach (x) as of the Global Closing Datecovenants or other agreements made by Seller or, of any representation or warranty of Seller only with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated obligations thereunder required to be performed prior to or as of the date Closing, the Company in or pursuant to this Agreement; (c) Except for claims for Taxes (which shall be governed by Article VIII hereof) and claims relating to any violation of such breachEnvironmental Laws (which shall be governed by Sections 9.1(a), provided that breaches 9.1(e) and 9.1(h)) or covered by the representations and warranties set forth in Section 3.18 (which shall be governed by Sections 9.1(a), 9.1(e) and 9.1(h)), any claim by any Governmental Authority or any other Person based upon, alleging or arising out of covenants any act, omission or occurrence by or relating to the China Business Company and/or the Company Subsidiaries as of or before the China Acquisition shall only be subject Closing, including, without limitation, any such Loss relating to indemnification following or arising out of any claim for nonperformance or breach of Contract or warranty, worker's compensation or unemployment compensation, any product liability or personal injury or property damage, any violation of wage hour Laws and/or employee welfare and safety Laws, any violation of employment discrimination Laws, any claim under any Plan relating to events on or before the China Closing Date, and/or any claim for infringement relating to the Company's and/or any Subsidiary's use of any Intellectual Property prior to the Closing Date; (d) Any Taxes to the extent provided in Article VIII; (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Closing; or (ii) any condition existing or Release occurring on or under any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, or (B) resulting from any action or inaction occurring or any condition created prior to the Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(e), other than any Losses arising out of, attributable to, or resulting from matters, facts or circumstances disclosed in Section 3.18 of the Company Disclosure Schedule; (f) The operations and/or disposition of the Canadian Subsidiary and/or French Subsidiary prior to, at or after the Closing; (iiig) any claim or Proceeding relating The Covered Litigation (provided that Seller shall be permitted to or in connection with defend the matters Covered Litigation and shall have authority to resolve the Covered Litigation, subject to the provisions set forth in Section 3.13 9.4 hereof); and (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Seller Disclosure ScheduleClosing; or (ii) any condition existing or Release occurring on or under any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, whether commenced or (B) resulting from any action or inaction occurring or any condition created prior to or after the Global Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(h), only to the extent such Losses arise out of, are attributable to, or result primarily from matters, facts or circumstances disclosed in Section 3.18 of the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from Company Disclosure Schedule (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (including in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing ERM Reports (as defined in the case Company Disclosure Schedule)), and then only for one half of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementsuch Losses.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the License Agreement, or any of the other Ancillary Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the License Agreement, or any of the other Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any claim by a third party that the use of the Operator Technology Assets as licensed pursuant to the License Agreement, whether arising before, on or after the Closing Date violates such third party’s intellectual property rights (but not including any of the Licensed Patents (as defined in Kajeet Settlement); provided that the foregoing shall not apply to the extent of (A) any grossly negligent act or omission of any Buyer Indemnitee, or (B) a claim with respect to portions or components of the Operator Technology Assets (i) not provided by Seller, (ii) resulting from modifications made by Seller in accordance with Buyer written specifications, (iii) that are modified other than by Seller or its authorized representatives, (iv) combined with other products, processes or materials, (v) where Buyer continues allegedly infringing activity as to the Operator Technology Assets after being notified thereof and being provided by Seller with modifications that would have avoided the alleged infringement, or (vi) where Buyer’s use of the Operator Technology Assets is not in accordance with the License Agreement and all related documentation in any material respect, in each case (A) or (B) where the claim would not have arisen but for the occurrence of (A) or (B); (d) any breach of any covenant of Seller contained Seller’s Services (as defined in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to Support Agreement) obligations under the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Support Agreement; or (iiie) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) Excluded Asset and/or any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementExcluded Liability.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to or the Global Business Company contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement (other than in respect of Section 3.21, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Seller or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingArticle VI); (iiic) the Known Actions and the Known Judgments; (d) any claim product liability, warranty, intellectual property, tort, or Proceeding relating breach of contract Action related to or products sold in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to Excluded Business; (e) Actions for product or after the Global Closing, to the extent such Losses result primarily general liability arising from the infringement of applicable Intellectual Property by Seller any incident or event that occurred prior to the Global Closing Closing, subject to Section 8.03(c) and arise from Section 8.04(c); or (xf) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Actions covered under Seller’s prior written consent; (iv) any Retained Liability after or the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementCompany’s existing employment practices liability policy.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE VI, from and after the Global Closing or the China Closing, as applicable, Seller Parties shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, any and all claims, losses, damages, liabilities, obligations deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable third-party legal attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered incurred or incurred by such Purchaser Indemnitee sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to: (without duplication for a) any Loss for which indemnification may be provided under more than one provision inaccuracy in or breach of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business Parties contained in this Agreement, in each caseany other Transaction Document, without giving effector any schedule, solely for purposes certificate, or exhibit related thereto, as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant covenant, agreement, or obligation to be performed by Seller Parties pursuant to this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto; (c) any Excluded Asset or any Excluded Liability; or (d) any Third-Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller contained in or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third-Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or any Ancillary an Affiliate of a party to this Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 a Representative of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementforegoing.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from provisions of Sections 8.3 and after the Global Closing or the China Closing, as applicable8.5 and Article 10 of this Agreement, Seller shall be liable for and shall hereby agrees to indemnify, defend and hold harmless Purchaser Buyer, the Company and each of its affiliates ILIC and each of their respective officers, directors, employees, stockholdersAffiliates, agents agents, successors and representatives assigns (collectively, the “Purchaser "Buyer Indemnitees”") from and against against, for and in respect of any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for Losses which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: them may sustain based upon, arising out of or otherwise in respect of (i) any inaccuracy in or breach (x) as of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, (other than the representations and (y) as of the China Closing Date, of any representation or warranty warranties of Seller with respect contained in Article 7, the indemnification obligations of which are governed by Article 7) or in any schedule, certificate, instrument or other document delivered pursuant hereto (assuming that each representation and warranty qualified by the terms "material" or "Material Adverse Effect" were not so qualified and without regard to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes Knowledge of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredSeller), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant or agreement of Seller contained in this Agreement (other than the covenants of Seller contained in Article 7, the indemnification obligations of which are governed by Article 7), (iii) any matter relating to or arising out of the Prior Transactions (including any Ancillary Agreement contemplated indemnification obligations (including product tax compliance indemnification obligations and indemnification obligations for any liability arising from the Teter lawsuit set forth on Schedule 4.10) of the Company or ILIC (a) to qualify as "life insurance contracts" under, and to be performed prior administered in accordance with, Section 101 or Section 7702 of the Code, or the characterization of any such contract as a "modified endowment contract" within the meaning of Section 7702A of the Code, except for any such contract that qualifies and is administrated as a modified endowment contract, and with respect to which the policyholder acknowledged and agreed, before the date of issuance of such contract (or if any such contract became a modified endowment contract upon conversion subsequent to the date of issuance, before the date of conversion), to such breach, provided that breaches of covenants relating qualification and administration. Notwithstanding anything in Article 7 or this Article 8 to the China Business contrary, in no event shall Seller be obligated to indemnify, defend or hold harmless any Buyer Indemnitee with respect to (i) any Losses arising as a result of any acts, errors or omissions by Buyer or Allstate NY, or any inaccuracy in or breach of any representation or warranty of Buyer or Allstate NY and any breach of any covenant or agreement of Buyer or Allstate NY contained in (A) the China Acquisition Charter Coinsurance Agreement, (B) the Charter Reinsurance Agreement, (C) the Administrative Service Agreement, dated as of September 2, 1998, between Buyer and the Company, (D) the ILIC Coinsurance Agreement, (E) the Administrative Services Agreement, dated as of September 2, 1998, between Allstate NY and ILIC, and (F) the Purchase Agreement or (ii) any Policy Liabilities (as such term is used in the Charter Coinsurance Agreement, the Charter Reinsurance Agreement and the ILIC Coinsurance Agreement); provided, however, that all obligations and responsibilities of Seller under the Purchase Agreement shall only be subject remain in full force and effect without regard to indemnification following the China Closing;this Agreement. (iiib) For purposes hereof, "Loss" and/or "Losses" shall mean any claim and all losses, liabilities, damages, deficiencies, costs or Proceeding relating expenses, including interest, penalties and reasonable attorneys' and accountants' fees and disbursements, after deducting all amounts received by the indemnified party as a recovery under any insurance policy or bond. Without limiting the generality thereof, Losses arising out of or related to Market Conduct Activities include: the cost to the Indemnified Party of any obligation (whether arising out of a judgment or in connection a settlement) to increase crediting rates, to credit cash or other account values, to provide one or more additional coverages, to forgive future premium payments, to make a policy loan at a discount from contractual rates, or to provide any other benefits to current or former policyholders; the costs of administering a global settlement, including costs of communicating with policyholders; the matters set forth in Section 3.13 costs of any individualized arbitration process provided for as part of a settlement or judgment, including all costs of administering such a process and of awards granted therein; the Seller Disclosure Schedule, whether commenced prior to costs of any employees or after the Global Closing, facilities to the extent such Losses result primarily from dedicated to devising or facilitating a settlement; and the infringement fees and expenses of applicable Intellectual Property counsel for third parties agreed or required to be paid by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementIndemnified Party.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnity and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: any material inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the other Transaction Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effectas 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, solely for purposes the inaccuracy in or breach of determining the amount which will be determined with reference to such specified date); any material breach or non-fulfillment of any Losses associated therewith (and notcovenant, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality agreement or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; any Excluded Asset or any Excluded Liability (including any Liability under the WARN Act resulting from employment Losses pursuant to Section 6.05 or otherwise whether prior to, on or after the Closing Date); or any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or the Assumed Liabilities) conducted, existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementDate.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE IX, Sellers shall severally but not jointly indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the "Buyer Indemnitees") against, and shall hold each of them harmless from and after the Global Closing or the China Closingagainst, as applicable, Seller shall be liable for and shall indemnify, defend pay and hold harmless Purchaser and reimburse each of its affiliates and each of their respective officersthem for, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as representations or warranties of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business Sellers contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement (other than in respect of Section 4.18, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VII), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Sellers pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VII, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China ClosingARTICLE VII); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject The Company (prior to the limitations set forth in Section 9.04Closing only) and Seller (collectively be referred to as the “Seller Group”), from jointly and after the Global Closing or the China Closingseverally, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of Buyer, its affiliates and each of their respective officers, directors, employees, stockholdersagents, agents representatives, subsidiaries, affiliates and representatives Buyer’s successors and assigns (the each a “Purchaser IndemniteesBuyer Indemnified Party” or, collectively, “Buyer Indemnified Parties”) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, liabilitiescosts and expenses, obligations or expenses including reasonable third-party legal attorney’s fees and expenses and all amounts paid in investigationcourt costs (“Loss”, defense or settlement of the foregoing (collectively, “Losses”), suffered arising out of or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising caused by, directly or resulting from indirectly, any of the following; provided, the determination of Losses shall be made without regard to any materiality qualification: 10.1.1 Any misrepresentation, breach or failure of any warranty or representation made by the Seller Group in or pursuant to this Agreement. It is understood by the parties that the representations and warranties made by the Seller Group (iexcept for the Company) in this Agreement survive until the Expiration Date (as set forth in Section 12.4 herein). 10.1.2 Any failure or refusal by any breach (x) as of the Global Closing DateSeller Group to satisfy or perform any covenant, term or condition of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreementagreement to be executed and delivered pursuant to this Agreement that is required to be satisfied or performed by any or all of them. 10.1.3 Other than for Taxes incurred in the ordinary course of business for taxable periods ending on the Closing Date to the extent set forth on the Unaudited Balance Sheet, any liabilities for Taxes of Seller and (y) as the Company and any Person other than the Company for which any of the China Closing DateCompany has liability as a transferee or successor, of any representation by contract or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely otherwise for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality periods on or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Closing Date. (iii) any claim or Proceeding relating to or in connection with the matters set forth 10.1.4 Obligations described in Section 3.13 7.1.11. 10.1.5 Any Proceeding against the Buyer Indemnified Parties by any Person arising out of or caused by, directly or indirectly, any act or omission of the Seller Disclosure ScheduleCompany, whether commenced prior to or after any of its equity holders, managers, officers, employees, agents or representatives, occurring at any time on or before the Global Closing, to Closing Date. 10.1.6 Any lack of customary insurance coverage for a similar company engaged in a similar business for the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller period prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;Date. (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement10.1.7 Any Proceeding disclosed on Schedule 3.19.

Indemnification by Seller. (a) Subject to the limitations set forth in other terms and conditions of this Article VII including Section 9.047.8, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless each of the Purchaser and each of its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses, lossesincurred or sustained by, damagesor imposed upon, liabilitiesthe Purchaser Indemnitees based upon, obligations arising out of, with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingreason of: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as warranties of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the other Transaction Documents, or in each caseany certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement, or any Ancillary Agreement contemplated obligation to be performed prior by the Seller pursuant to this Agreement, the date other Transaction Documents, or any certificate or instrument delivered by or on behalf of such breach, provided that breaches of covenants relating the Seller pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingthis Agreement; (iii) any claim Excluded Asset or Proceeding relating to or in connection with the matters set forth in Section 3.13 any Liability of the Seller Disclosure Schedule, whether commenced prior (including any Liabilities related to or after products sold by the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (xClosing) a final, judicially-determined, non-appealable judgment not expressly assumed by a court of competent jurisdiction the Purchaser pursuant to this Agreement or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;any Transaction Document; or (iv) any Retained Liability after Third-Party Claim based upon, resulting from or arising out of the Global business, operations, properties, assets, or obligations of the Seller or any of its Affiliates (including the Business and the Acquired Assets) conducted, existing, or arising on or prior to the Closing Date. (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closingb) From and after the China Closing Closing, the Purchaser Indemnitees will not have the right to be indemnified pursuant to the provisions contained in Section 7.2(a) unless and until the Purchaser Indemnitees (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate member thereof) have incurred on a cumulative basis aggregate Losses in an amount exceeding $25,000 (the “Basket Amount”), whereupon the Purchaser Indemnitees (or any member thereof) will be entitled to indemnification for all Losses incurred by the Purchaser Indemnitees (or any member thereof) in excess of the Basket Amount. With respect to any agentclaim as to which the Purchaser Indemnitees may be entitled to indemnification under Section 7.2(a), broker, investment banker the Seller shall not be liable for any individual or other firm or person retained or employed by it in connection with series of related Losses which do not exceed $1,000 (which Losses shall not be counted toward the transactions contemplated by this AgreementBasket Amount).

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this Article VI, from each Seller shall, on a joint and after the Global Closing or the China Closingseveral basis, as applicable, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, any and all claims, losses, damages, liabilities, obligations deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable third-party legal attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered incurred or incurred by such Purchaser Indemnitee sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to: (without duplication for a) any Loss for which indemnification may be provided under more than one provision inaccuracy in or breach of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each caseany other Transaction Document, without giving effector any schedule, solely for purposes certificate, or exhibit related thereto, as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto; (c) any Excluded Asset or any Excluded Liability; (d) the exercise by the Studios of its rights under the Studios Settlement Agreement and related Studios Security Agreement to foreclose on the Purchased Assets as a result of Seller contained (and not Buyer) being responsible for the occurrence of “strikes” under the Studios Settlement Agreement; or (e) subject in all respects to Section 1.03(a)(vi), any Third Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or any Ancillary an Affiliate of a party to this Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 a Representative of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementforegoing.

Indemnification by Seller. (a) Subject to Section 9.5 hereof (except as provided in the limitations set forth in last sentence of this Section 9.049.2(a)), from and after the Global Closing or the China Closing, as applicableDate, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Subsidiaries (including the Business Entities) and each of their respective officers, directorsdirectors and Affiliates (collectively, employees, stockholders, agents and representatives (the “Purchaser IndemniteesBuyer Indemnified Parties”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), Covered Losses suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or Buyer Indemnified Parties resulting from any or arising out of the following: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and warranties (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredother than with respect to Section 3.6(b), to any materiality or qualification as to “Business Material Adverse Effect qualifier Effect” or “knowledge” contained therein; ) of Seller and the Company in Article III of this Agreement, other than those contained in Sections 3.1(a), 3.1(b) and 3.2, or any certificate delivered by Seller pursuant hereto (other than the representations and warranties set forth in Article VII hereof, indemnity for which is addressed in Article VII), and the matters described on Schedule 9.2(a) of the Seller Disclosure Letter, (ii) any inaccuracy in or breach of any covenant of the representations and warranties of Seller and the Company contained in this Agreement Sections 3.1(a), 3.1(b) and 3.2 or any Ancillary Agreement contemplated to be performed prior to the date breach or nonfulfillment of such breach, provided that breaches of any covenants relating to the China Business or agreements made by Seller or the China Acquisition shall only be subject to indemnification following the China Closing; Company herein, (iii) any claim liability or Proceeding obligation of any of the Business Entities arising from or relating to or in connection with any business other than the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing Business and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability Non-Business Guaranty that remains in place following the Closing in accordance with Section 5.6(c). The obligation of Seller to indemnify under clause (iv) of this Section 9.2(a) shall not be subject to Section 9.5. (b) The Buyer Indemnified Parties shall not be entitled to assert any indemnification pursuant to clause (i) of Section 9.2(a) (or by reason of any certification in respect of such representations and warranties) after the Global Closing applicable Representation Survival Date; provided that if on or prior to the applicable Representation Survival Date a Notice of Claim shall have been given with reasonable specificity (in light of the case extent of Retained Liabilities the information that are retained by Buyer has or should reasonably have with respect to such claim) to Seller pursuant to Section 9.4 hereof for such indemnification, the Buyer Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementArticle IX.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicablethis Article IX, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser Purchaser, its Affiliates and each of its affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser IndemniteesParties”) from and against any and all claimsliabilities, losses, damages, liabilitiesTaxes, obligations debts, obligations, claims, costs or expenses expenses, interest, awards, judgments, settlements, orders, fines and penalties (including reasonable attorneys’ fees, costs and expenses), whether or not involving a third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing claim (collectively, “LossesDamages”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision arising out of this Section 9.01) to the extent arising or resulting from any of the following:from (i) any breach (x) as of the Global Closing Date, of any a representation or warranty of the Seller with respect to the Global Business or either Company contained in this Agreement or in any Ancillary other Transaction Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller or either Company contained in this Agreement or in any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingother Transaction Agreement; (iii) any claim or Proceeding relating to or in connection with the matters set forth in purchase price adjustments contemplated by Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent1.5; (iv) any Retained Liability Indebtedness of the Companies (other than Permitted Indebtedness in the amount set forth on the Permitted Indebtedness Report) that remains outstanding after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andDate; (v) any feesTaxes arising from the operation of either Company prior to Closing, expenses transfer Taxes or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it Taxes in connection with this Transaction; or (vi) any Liability arising from employees or consultants of either Company. (b) Materiality standards or qualifications in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and shall not be taken into account in determining the transactions contemplated amount of any Damages with respect to such breach, default or failure to be true and correct. (c) From and after the Closing, both Companies will be owned by the Purchaser the Parties to this AgreementAgreement agree that any recovery by Purchaser after Closing pursuant to this Article IX shall be against the Seller, who will have no right of reimbursement, contribution or other recovery against either Company.

Indemnification by Seller. Subject Relating to the limitations Environmental and Related --------------------------------------------------------------- Matters. In addition to and not in limitation of Seller's indemnification ------- obligations set forth in Section 9.049.3, from and after but subject to the Global Closing or the China Closing, as applicablelimitations contained in Section 5.10 above, Seller shall be liable for and shall indemnify, defend indemnify and hold the Buyer, Buyer's Affiliates and Buyer's successors and assigns harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees Indemnification Claims which arise from and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingthey are attributable to: (a) (i) the Company's failure, at any breach (x) as 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 Global permits required by, or the Company's failure at any time prior to Closing Dateto comply in any material respect with, of all Environmental Laws; or (ii) the Company's failure, at any representation time prior to Closing, to comply in any material respect with any applicable covenant running with any real property owned or warranty of Seller with respect leased at any time prior to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of Closing by the China Closing Date, of any representation or warranty of Seller with respect Company that relates to the China Business contained in this Agreementprotection of human health, in each casesafety or the environment including, without giving effectlimitation, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), covenant that relates to any materiality or Business Material Adverse Effect qualifier contained thereinprotection from Hazardous Materials; (iib) any breach Environmental Claim (i) against the Company, the basis of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed which arose prior to the date of such breach, provided that breaches of covenants relating Closing; (ii) against any person whose liability for any Environmental Claim the Company may have retained or assumed at any time prior to the China Business Closing, either contractually or by operation of law, but only to the China Acquisition shall 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 be subject to indemnification following the China extent the basis for such claim arose prior to the Closing; (iiic) the existence of Hazardous Materials upon, about or beneath any claim real property owned or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced leased at any time prior to the Closing by the Company (whether or after not caused, or contributed to, by the Global Company and including Hazardous Materials that migrated on to the real property from an off-site source prior to the Closing), or migrating or threatening to migrate from any real property owned or leased at any time prior to the Closing by the Company, or the existence of any Environmental Claim or violation of any Environmental Law pertaining to any real property owned or leased at any time prior to the Closing by the Company, but only to the extent the basis for such Losses result primarily from the infringement of applicable Intellectual Property by Seller claim arose prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;Closing; or (ivd) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate respect to any agentreal property heretofore owned or leased by the Company any acts, brokeromissions or breaches occurring prior to the Closing of any representations, investment banker warranties, covenants, obligations or agreements (including, without limitation, indemnity agreements relating to environmental matters or claims relating to the foregoing) by the Company. The foregoing indemnification shall include all reasonable expenses of investigation and monitoring, reasonable costs of containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, reasonable attorneys' fees and disbursements, and other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementreasonable response costs.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04provisions of this Article IX, from Company, Oaks, and after each of the Global Closing or the China ClosingSellers, as applicable, Seller shall be liable for and shall agrees to indemnify, defend and hold harmless Purchaser Buyer and each of its affiliates and each of their respective officersAffiliates (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) from and after the Closing, against any Damages related to any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) Claims to the extent arising such Claims are based upon, arise out of or resulting from any of the followingare related to: (ia) any breach (x) as of the Global Closing Date, of any representation or warranty made by any of Seller with respect to the Global Business contained Company or Oaks or any of the Sellers in this Agreement or contained in any Ancillary Agreement, and (y) as certificate delivered by any of the China Closing DateCompany or Oaks or any of the Sellers pursuant to Section 8.2; provided, of any representation or warranty of Seller with respect to the China Business contained in this Agreementhowever, in each case, without giving effect, solely for purposes of that when determining the amount of Damages from such breach, any Losses associated therewith (exception or qualification in such representations and notwarranties relating to materiality, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained or other similar qualifications as used therein shall be disregarded therein; (iib) any breach of any covenant of Seller contained any of the Company or Oaks or any of the Sellers in this Agreement or in any Ancillary Agreement contemplated certificate, writing or instrument executed and delivered by any of the Company or Oaks or any of the Sellers pursuant to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingthis Agreement; (iiic) any claim of any Person for brokerage or Proceeding relating finder’s fees or commissions or similar payments owed or alleged to be owed under any agreement or understanding made, or alleged to have been made, by such Person with any Seller (or any Person acting on behalf of any Seller) in connection with the matters set forth in Section 3.13 any of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; (d) any Seller Indemnified Taxes; (e) any non-compliance with applicable statutory or regulatory requirements promulgated or administered by the U.S. Department of Transportation or any subdivision thereof or any state or local Governmental Body relating to transportation, safety or protection of the environment with respect to the Business; or (f) any amounts required to pay any expenses and Indebtedness of the any member of the Company Group (other than the Senior Indebtedness and Large Leases) not taken into account in making the calculations of the Purchase Price and the Closing Working Capital hereunder.

Indemnification by Seller. Subject (a) Without limiting any other rights that Buyer, any assignee of Buyer, including but not limited to the limitations set forth in Section 9.04Noteholders and the Indenture Trustee, from and after the Global Closing or the China Closingany of such Persons’ respective shareholders, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholdersagents, agents and representatives or Affiliates (the each an “Purchaser IndemniteesIndemnified Party”) may have hereunder or under applicable law, Seller hereby agrees to indemnify each Indemnified Party from and against any and all claimsdamages, losses, damagesclaims, liabilitiesliabilities and related costs and expenses, obligations or expenses including reasonable third-party legal attorneys’ fees and expenses and disbursements (all amounts paid in investigation, defense or settlement of the foregoing (collectively, being collectively referred to as “LossesIndemnified Amounts”), suffered awarded against or incurred by such Purchaser Indemnitee (without duplication for Indemnified Party or non–monetary damages of any Loss for which indemnification may be provided under more than one provision such Indemnified Party or any of them arising out of or as a result of this Section 9.01) Agreement excluding, however, Indemnified Amounts to the extent arising resulting from the gross negligence or willful misconduct on the part of the applicable Indemnified Party. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) any breach (x) as of the Global Closing Date, of any representation or warranty made or deemed made by Seller, or any of its officers, under or in connection with this Agreement, which shall have been false, incorrect or misleading when made or deemed made or delivered; (ii) the failure by Seller to comply with respect to the Global Business any term, provision or covenant contained in this Agreement or any Ancillary agreement executed in connection with this Agreement, and (y) as of the China Closing Dateor with any applicable law, of any representation or warranty of Seller including with respect to any Mortgage Loans or the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount nonconformity of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if Mortgage Loans with any such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingapplicable law; (iii) the failure to vest and maintain vested in Buyer, an undivided ownership interest in the Mortgage Loans and all related assets free and clear of any claim Encumbrance whether existing at the time of any Purchase or Proceeding relating to or in connection with the matters set forth in Section 3.13 at any time thereafter (including, without limitation, as a result of the Seller Disclosure Schedulefailure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable law, whether commenced prior to at the time of any Purchase or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentat any subsequent time); (iv) any Retained Liability after dispute, claim, offset or defense (other than the Global Closing discharge in bankruptcy of any Mortgagor Customer) of any Mortgagor Customer to the payment with respect to any Mortgage Loans (including, without limitation, a defense based on the Mortgage Loans not being a legal, valid and binding obligations of the related Mortgagor Customer enforceable against it in the case of Retained Liabilities that are retained by Seller in connection accordance with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closingits terms); and, or any other claim related to such Mortgage Loans; (v) any feesfailure of Seller to have performed its duties under any Mortgage; (vi) any inability to obtain any judgment in, expenses or utilize the court or other payments incurred adjudication system of, any state in which a Mortgagor Customer may be located as a result of the failure of Seller to qualify to do business or owed file any notice or business activity report or any similar report; (vii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws, including any vicarious liability; (viii) the failure by Seller to pay when due any taxes for which Seller is liable, including without limitation, sales, excise or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it personal property taxes payable in connection with the transactions contemplated Mortgage Loans; (ix) the commingling of collections on the Mortgage Loans at any time with other funds of Seller; (x) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases by Seller or the security interest in the Mortgage Loans; (xi) any failure by Buyer to give at least reasonably equivalent value to Seller in consideration for the transfer to Buyer of any of the Mortgage Loans or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of any federal or state bankruptcy, insolvency or similar law; or (xii) the failure of Seller or any of its agents or representatives to remit to Buyer collections on the Mortgage Loans remitted to Seller or any such agent or representative as provided in this Agreement. (b) Any amounts subject to the indemnification provisions of this Section 12.1 shall be paid by Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 12.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Seller, on the other hand, but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under Section 12.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04Sections 11.2(b) and 11.8, from and after the Global Closing or the China Closing, as applicableDate, Seller shall be liable for indemnify and shall indemnifydefend ADMA, defend and hold harmless Purchaser and each of its affiliates Buyer, their respective Affiliates and each of their respective officers, directors, employees, stockholders, agents Representatives, successors and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing permitted assigns (collectively, “LossesBuyer Indemnitees”)) against, suffered and hold them harmless to the fullest extent permitted by Law from, any and all Losses sustained or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) Buyer Indemnitee, to the extent arising from, in connection with or resulting from any of the followingotherwise with respect to: (i) any breach (x) of, or any inaccuracy in, as of the Global date hereof or as of the Closing DateDate (or if expressly stated to be made as of a specified date, as of such specified date) any representation or warranty of Seller with respect to (other than the Global Business Seller Fundamental Representations and the representations under Section 4.17 (other than in the case of intentional misrepresentation)) contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing DateOther Agreements, of or in any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained thereincertificate delivered hereunder; (ii) any breach of, or any inaccuracy in, as of the date hereof or as of the Closing Date (or if expressly stated to be made as of a specified date, as of such specified date) a Seller Fundamental Representation; (iii) any breach of any covenant or agreement of Seller or the Biotest Guarantors contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to of the date of such breachOther Agreements, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;any certificate delivered hereunder; and (iv) any Retained Excluded Asset or Excluded Liability. (b) Seller shall have no indemnification obligations pursuant to Section 11.2(a)(i), unless and until the aggregate amount of Losses incurred or suffered by the Buyer Indemnitees that Seller would otherwise be responsible for under Section 11.2(a)(i) exceeds Seven Hundred and Fifty Thousand Dollars ($750,000) (the “Indemnification Threshold”), at which txxx Xxxxxx shall be obligated to indemnify the Buyer Indemnitees for only such Losses in excess of the Indemnification Threshold; provided, however, that the aggregate Liability after of Seller for all Losses of the Global Closing Buyer Indemnitees under Section 11.2(a)(i), (ii) and (iii) (but solely in the case of Retained Liabilities clause (iii) with respect to covenants which by their terms are to be fully performed prior to the Closing) shall not in any case exceed Twenty-Five Million Dollars ($25,000,000) (the “Cap”); provided, further, that are retained Seller shall have no indemnification obligations under Section 11.2(a)(i) for any individual Loss (or series of related Losses) unless and until the amount of such Loss (or series of related Losses) exceeds Twenty-Five Thousand Dollars ($25,000) (the “Mini-Claim Deductible”), at which time all such Losses incurred by Seller the Buyer Indemnitees shall be included for purposes of determining whether the Indemnification Threshold has been met. Nothing in this Agreement (including this Section 11.2) shall be deemed to limit or restrict any of the Buyer Indemnitees’ rights to maintain or recover any Losses at any time in connection with the Global Closing) and after the China Closing (in the case any Action based on fraud or willful misconduct of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementof Seller.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Affiliates, and each of their respective the directors, officers, directorsmanagers, employeesemployees and Representatives of Buyer and its Affiliates, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all liabilities, judgments, claims, settlements, losses, damages, liabilitiesfees, Liens, penalties, obligations or and expenses (including reasonable third-party legal attorneys' fees and expenses and all amounts paid in costs and expenses of investigation, defense or settlement of the foregoing ) (collectively, “"Losses”)") incurred or suffered, suffered directly or incurred indirectly, by any such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision Person arising from, by reason of this Section 9.01) to the extent arising or resulting from any of the following: (i) in connection with: any breach (x) as of the Global Closing Date, or inaccuracy of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, Related Document; any failure by Seller to duly and (y) as timely perform or fulfill any of the China Closing Date, of any representation its covenants or warranty of agreements required to be performed by Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in under this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to Related Document or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to any certificate or after the Global Closing, document (to the extent such Losses result primarily from certificate or document relates to matters covered by the infringement of applicable Intellectual Property by Seller prior representation, warranties or covenants contained herein) required to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller be delivered in connection herewith; any Excluded Liability (other than the Seller Collaboration Agreement Liabilities which are governed by the terms of the Collaboration Agreement) or Excluded Asset; the failure of Seller to comply with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses Applicable Laws relating to bulk sales or other payments incurred or owed by Seller or any Seller Affiliate Tax applicable to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; any Transfer Taxes or Apportioned Obligations allocated to Seller pursuant to Section 5.3; any Permitted Lien arising from, by reason of or in connection with actions, omissions or circumstances existing prior to the Closing relating to the Purchased Assets; any (i) of Seller's actions or omissions with respect to the [*] and (ii) milestone, royalty or other payment owed to [*] or any other Person under the [*]; and the matters set forth on Schedule 7.2(h).

Indemnification by Seller. Subject (a) Without limiting any other rights that Buyer, any assignee of Buyer, including but not limited to the limitations set forth in Section 9.04Noteholders and the Indenture Trustee, from and after the Global Closing or the China Closingany of such Persons’ respective shareholders, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholdersagents, agents and representatives or Affiliates (the each an “Purchaser IndemniteesIndemnified Party”) may have hereunder or under applicable law, Seller hereby agrees to indemnify each Indemnified Party from and against any and all claimsdamages, losses, damagesclaims, liabilitiesliabilities and related costs and expenses, obligations or expenses including reasonable third-party legal attorneys’ fees and expenses and disbursements (all amounts paid in investigation, defense or settlement of the foregoing (collectively, being collectively referred to as “LossesIndemnified Amounts”), suffered awarded against or incurred by such Purchaser Indemnitee (without duplication for Indemnified Party or non–monetary damages of any Loss for which indemnification may be provided under more than one provision of this Section 9.01) such Indemnified Party excluding, however, Indemnified Amounts to the extent arising resulting from the gross negligence or willful misconduct on the part of the applicable Indemnified Party, relating to or resulting from any of the followingfrom: (i) any breach (x) as of the Global Closing Date, of any representation or warranty made or deemed made by Seller, or any of its officers, under or in connection with this Agreement, which shall have been false, incorrect or misleading when made or deemed made or delivered; (ii) the failure by Seller to comply with respect to the Global Business any term, provision or covenant contained in this Agreement or any Ancillary agreement executed in connection with this Agreement, and (y) as of the China Closing Dateor with any applicable law, of any representation or warranty of Seller including with respect to any Mortgage Loans or the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount nonconformity of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if Mortgage Loans with any such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingapplicable law; (iii) the failure to vest and maintain vested in Buyer, an undivided ownership interest in the Mortgage Loans and all related assets free and clear of any claim Encumbrance whether existing at the time of any Purchase or Proceeding relating to or in connection with the matters set forth in Section 3.13 at any time thereafter (including, without limitation, as a result of the Seller Disclosure Schedulefailure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable law, whether commenced prior to at the time of any Purchase or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentat any subsequent time); (iv) any Retained Liability after dispute, claim, offset or defense (other than the Global Closing discharge in bankruptcy of any Mortgagor Customer) of any Mortgagor Customer to the payment with respect to any Mortgage Loans (including, without limitation, a defense based on the Mortgage Loans not being a legal, valid and binding obligations of the related Mortgagor Customer enforceable against it in the case of Retained Liabilities that are retained by Seller in connection accordance with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closingits terms); and, or any other claim related to such Mortgage Loans; (v) any feesfailure of Seller to have performed its duties under any Mortgage; (vi) any inability to obtain any judgment in, expenses or utilize the court or other payments incurred adjudication system of, any state in which a Mortgagor Customer may be located as a result of the failure of Seller to qualify to do business or owed file any notice or business activity report or any similar report; (vii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws, including any vicarious liability; (viii) the failure by Seller to pay when due any taxes for which Seller is liable, including without limitation, sales, excise or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it personal property taxes payable in connection with the transactions contemplated Mortgage Loans; (ix) the commingling of collections on the Mortgage Loans at any time with other funds of Seller; (x) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases by Seller or the security interest in the Mortgage Loans; (xi) any failure by Buyer to give at least reasonably equivalent value to Seller in consideration for the transfer to Buyer of any of the Mortgage Loans or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of any federal or state bankruptcy, insolvency or similar law; or (xii) the failure of Seller or any of its agents or representatives to remit to Buyer collections on the Mortgage Loans remitted to Seller or any such agent or representative as provided in this Agreement. (b) Any amounts subject to the indemnification provisions of this Section 12.1 shall be paid by Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 12.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Seller, on the other hand, but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under Section 12.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party.

Indemnification by Seller. Subject to the limitations other terms and conditions of this ARTICLE VIII, and provided that Buyer provide written notice to Seller of Losses for which indemnification is required herein prior to the expiration of the applicable survival period set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable8.01, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the other Transaction Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementDate.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04provisions of this Article X and except with respect to Closing Payment Adjustments (which shall be governed exclusively by Article II) and indemnification for Taxes (which shall be governed exclusively by Article VII), from effective as of and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser and each of its affiliates Affiliates, and each of their respective directors, officers, directors, employees, stockholders, agents and representatives (collectively, the “Purchaser IndemniteesIndemnified Parties”) ), from and against any and all claims, losses, damages, liabilities, obligations Losses incurred or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingPurchaser Indemnified Parties arising out of or related to: (i) any breach (x) as of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary AgreementSeller, at and (y) as of the China Closing Dateas though made at and as of the Closing (unless made as of a specific date, in which case at and as of such date), contained in Article III (other than any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredSection 3.15), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant or agreement of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim breach of any covenant or Proceeding relating agreement of Seller contained in this Agreement to be performed, in whole or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedulepart, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;; and (iv) any Retained Liability after Excluded Liabilities (including any Losses suffered or Taxes incurred by any of the Global Closing (in the case of Retained Liabilities that are retained by Seller Purchaser Indemnified Parties in connection with such Excluded Liabilities). (b) Notwithstanding any other provision to the Global Closingcontrary (except with respect to indemnification for Taxes (which shall be governed exclusively by ‎Article VII)): (i) for the purposes of the determination of (A) whether there was a breach of any representation or warranty of Seller as of any particular date and (B) the existence or amount of any Losses in respect of any such failure, any materiality or Business Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation or warranty shall be disregarded; (ii) Seller shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses: (A) except in respect of indemnification pursuant to Section 10.2(a)(iv), to the extent the related Liabilities were reflected in, reserved for or taken into account in the determination of Working Capital on the Final Closing Statement or were reflected or reserved for in the Business Financial Statements; (B) pursuant to Section ‎10.2(a)(i), for any claim unless such claim or series of related claims involve Losses in excess of $195,000 (the “De Minimis Amount”) and if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses under Section 10.2(b)(ii)(C); or (C) pursuant to Section ‎10.2(a)(i), until the aggregate amount of the Purchaser Indemnified Parties’ Losses under Section ‎10.2(a)(i) exceeds $3,900,000 (the “Threshold”), after which Seller shall be obligated for the China Closing Purchaser Indemnified Parties’ Losses under Section ‎10.2(a)(i) for the amount of such Losses that exceeds the Threshold; provided, that any claim for indemnification under Section ‎10.2(a)(i) resulting from a breach of a Seller Fundamental Representation or the representations and warranties made pursuant to Section 3.17 or Section 3.21 (in collectively, the case of Retained Liabilities that are retained by Seller in connection with “Fundamental Indemnification Matters”), shall not be subject to the China Closing)De Minimis Amount or the Threshold; and (viii) any feesthe cumulative indemnification obligations of Seller under Section 10.2(a)(i) (other than for Fundamental Indemnification Matters) shall in no event exceed, expenses or in aggregate, $25,000,000 (the “Cap”), and the cumulative indemnification obligations of Seller for the Fundamental Indemnification Matters, together with all other payments incurred or owed indemnification by Seller or (other than any Seller Affiliate indemnification pursuant to any agentSection 10.2(a)(iv), brokerwhich indemnification, investment banker or other firm or person retained or employed by it for avoidance of doubt, shall be uncapped), shall in connection with no event exceed, in the transactions contemplated by this Agreementaggregate, the Purchase Price.

Indemnification by Seller. Subject (a) After the Closing and subject to Article X, the limitations set forth in other provisions of this Article XIII and Section 9.04, from and after the Global Closing or the China Closing, as applicable14.01, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser Buyer and each of its affiliates Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing Representatives (collectively, the “LossesBuyer Indemnified Parties”)) against, suffered and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party at any time suffers or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision incurs, or becomes subject to, as a result of this Section 9.01) to the extent arising or resulting from any of the followingin connection with: (i) any the inaccuracy or breach (x) as of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained warranty, in this Agreement or any Ancillary Agreement, and (y) each case as of the China date of this Agreement and as of the Closing DateDate (or if made as of a specified date, only as of such date), made by Seller in Article IV or Article V of this Agreement (determined without regard to any qualification or references to “Company Material Adverse Effect,” “material,” “materially,” “in all material respects” or other materiality or similar qualifications or references contained in any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredwarranty), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (ii) any breach or failure by Seller to perform any of any covenant of Seller its covenants or obligations contained in this Agreement or Agreement. (b) Notwithstanding any Ancillary Agreement contemplated to be performed prior other provision to the date contrary, Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 13.01(a)(i) or Section 13.01(a)(ii) solely with respect to a breach or failure by Seller to perform its covenants or obligations under Section 7.01(d) or Section 7.09 (other than Losses arising solely as a result of the inaccuracy or breach of any Seller Fundamental Representations, as to which this Section 13.01(b) shall not apply) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of ¥5,000,000 (nor shall any such item that does not meet the ¥5,000,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Buyer Indemnified Parties’ Losses for which Seller has responsibility under clause (ii) below) and (ii) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds $9,000,000 after which Seller shall be obligated for all such Losses of the Buyer Indemnified Parties that in the aggregate are in excess of such breach, provided that breaches amount. The cumulative aggregate indemnification obligation of Seller under Section 13.01(a)(i) or Section 13.01(a)(ii) solely with respect to a breach or failure by Seller to perform its covenants relating to the China Business or the China Acquisition obligations under Section 7.09 shall only be subject to indemnification following the China Closing; in no event exceed $320,000,000 (iii) any claim or Proceeding relating to or other than in connection with the matters set forth in Section 3.13 respect of Losses arising solely as a result of the inaccuracy or breach of any Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China ClosingFundamental Representation); and (vprovided, however, that the limitations contained in this Section 13.01(b) any fees, expenses shall not apply to Losses arising out of criminal activity or actual fraud that is intended to affect the other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementparty.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the Ancillary Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted , existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementDate.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this ARTICLE VII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the Ancillary Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) any Third-party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Closing Date; or (iiie) any claim against Buyer or Proceeding relating to or in connection with its affiliates by any holder of a lien against the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property Purchased Assets by Seller prior to the Global Closing Cobalt Funding Solutions and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementNew Co Capital Group VI LLC.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from (a) From and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend agrees to indemnify and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) Buyer Group Member from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees Losses and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or Expenses incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent Buyer Group Member in connection with or arising or resulting from any of the followingfrom: (i) any breach (x) as of any warranty or the Global Closing Date, inaccuracy of any representation or warranty of Seller with respect and the Company contained or referred to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation certificate delivered by or warranty on behalf of Seller with respect and the Company pursuant to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredSection 9.1(a), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach by Seller and the Company of, or failure by Seller and the Company to perform, any of any covenant of Seller their respective covenants or obligations contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingAgreement; (iii) any claim brought by an ERISA Client who is or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller was prior to the Global Closing and arise from (x) Date a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction Related Client for events that occurred in whole or (y) a written settlement agreement entered into by Purchaser with Seller’s in part on or prior written consentto the Closing Date; (iv) any Retained Liability after Taxes imposed on or in respect of the Global Company, the Subsidiary or any of the Funds 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 the case of Retained Liabilities that are retained by Seller in connection accordance with the Global Closing) Company’s ordinary and after customary Tax reporting practices, and based on a closing of the China books of the Company, the Subsidiary or any of the Funds at the end of the Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); Date, and (v) any fees, expenses Losses or other payments incurred Expenses relating to or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it arising in connection with the transactions contemplated claims against the Company by Xxxxxx X. Xxxx Technology Licensing, L.P. or its 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 AgreementSection 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 shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or 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 until 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, except the covenants of Seller set forth in Articles II and III and Section 8.2 shall survive until the expiration of the 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 date such indemnification would otherwise terminate in accordance with this Section 11.1(d), 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. (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 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 shall have been determined pursuant to this Article XI.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04Each Seller, from jointly and after the Global Closing or the China Closingseverally, as applicable, Seller shall be liable for and shall indemnify, defend defend, and hold harmless Purchaser Buyer, its Affiliates and each of its affiliates and each of their respective successors and permitted assigns, and the officers, directors, employeesmanagers, members, partners, stockholders, owners, employees, agents and representatives of each of the foregoing, and their heirs and personal representatives (collectively, the “Purchaser Buyer Indemnitees”) ), from and against against, and shall pay to the Buyer Indemnitees the amount of, any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement Losses of the foregoing Buyer Indemnitees arising from or in connection with: (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (ia) any breach (x) as of or inaccuracy in the Global Closing Daterepresentations and warranties of Intasco, of Intasco USA or any representation or warranty of other Seller with respect to the Global Business contained in this Agreement or in any Ancillary Agreement, Related Document (including the Schedules and (yExhibits attached hereto or thereto and the certificates delivered pursuant hereto or thereto) as of the China Agreement Date or the Closing Date (as though made at such time except that those representations and warranties that address matters only as of a particular date, other than the Agreement Date or the Closing Date, must be true and correct as of such date ) (it being agreed that solely for the purposes of this Section 9.3, such representations and warranties shall be interpreted without giving effect to any representation limitations or warranty of Seller with respect qualifications as to the China Business contained in this Agreement, in each case“materiality” including, without giving effectlimitation, solely for purposes of determining the amount of any Losses associated therewith (and notwords “material”, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business “Material Adverse Effect qualifier contained therein; Effect” or any other materiality qualifications); (iib) any breach of the covenants or agreements of Intasco, Intasco USA or any covenant of other Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior Related Document (including the Schedules and Exhibits attached hereto or thereto and the certificates delivered pursuant hereto or thereto); (c) all Indemnifiable Claims, Indemnified Taxes and Indemnifiable Liabilities, (d) operations of the Business up to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; Closing and (iiie) any claim claims, Actions or Proceeding Liabilities, pending or threatened at any time, attributable or relating to or arising from the Reorganization, or any of the transactions effected thereby or any of the documents, instruments or agreements prepared in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementtherewith.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article X, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates, including the Company, and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingreason of: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to or the Global Business Company contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement (other than in respect of Section 2.09, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article XI), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (ii) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Seller or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article XI, it being understood that the date of sole remedy for any such breach, provided that breaches violation or failure shall be pursuant to Article XI). (b) for purposes of covenants relating this Article X, any breach or inaccuracy of the Company’s or the Seller Party’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller Party’s Knowledge”). (c) Notwithstanding any other provision of this Article X, Seller and the Company shall not have any obligation to Buyer and its Affiliates pursuant to the China Business or the China Acquisition shall only be subject provisions of this Section 10.02 based on any alleged Title Defect that is discovered by Buyer after Closing, nor for any notice related to indemnification following the China Closing; (iii) any claim or Proceeding relating Title Defect that is delivered to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in this Article X and Section 9.0411.05, from and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless indemnify Purchaser and each of its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) from and against against, and compensate and reimburse them for, any and all claimsLiabilities, losses, damages, liabilitiesfines, obligations or penalties, deficiencies, interest, awards, amounts paid in settlement, and reasonable and documented Third Party costs and expenses incurred in connection therewith, including reasonable third-party Third Party legal fees and expenses and all amounts paid or incurred in investigation, defense connection with any Proceeding or settlement of the foregoing in connection with pursuing any insurance coverage (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) Indemnitees, to the extent arising out of, relating to or resulting from from, without duplication, any of the following: (ia) any breach (x) as of the Global Closing Date, of any representation inaccuracy in or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of the representations or warranties of Seller contained in this Agreement or any Ancillary Agreement contemplated the certificate required to be performed prior delivered pursuant to Section 3.02(a)(vi), as of the date hereof or as if such representation or warranty was made on and as of the Closing Date (except, in each case, to the date extent that such representations and warranties speak only as of a particular date, in which case the inaccuracy in or breach of which will be determined as of such breachparticular date, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or and except, in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closingeach case, to the extent such inaccuracy or breach results in a Loss arising from an Assumed Tax Liability); provided, however, that, in determining whether a breach of any representation or warranty has occurred for purposes of this Section 10.01(a) or calculating the amount of Losses result primarily arising from the infringement any such breach, any and all references to materiality qualifications such as “Material Adverse Effect,” “material,” “materially” or “in all material respects” contained in any such representation or warranty shall be ignored for purposes of applicable Intellectual Property by Seller prior to the Global Closing determining whether such representation or warranty is true and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentcorrect; (ivb) any Retained Liability after breach or non-fulfillment of any covenant or agreement of Seller contained in this Agreement, including any breach or non-fulfillment of any covenant or agreement of Seller to cause the Global Closing (in the case Divesting Entities to take or refrain from taking any action, or any failure of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing)any Divesting Entity to take or refrain from taking any such action; andor (vc) any fees, expenses Excluded Asset or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementRetained Liability.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04provisions of this Article IX, from and after following the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser and each of its affiliates Affiliates, and each of their respective officers, directors, employees, stockholdersagents, agents successors and representatives assigns (the each, a “Purchaser IndemniteesIndemnified Party”) from shall be indemnified and held harmless by Seller for and against any and all claimslosses, lossesLiabilities, damages, liabilitiesclaims, costs and expenses, interest, awards, judgments, fines, fees, obligations or expenses and penalties (including reasonable third-party legal attorneys’ and consultants’ fees and expenses and all amounts paid in investigationexpenses) suffered, defense sustained or settlement of the foregoing incurred by them (collectivelyhereinafter, a “LossesLoss”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision arising out of this Section 9.01) to the extent arising or resulting from any of the following: from, without duplication: (ia) any breach (x) as of the Global Closing Date, by Seller of any representation or warranty made by Seller contained in this Agreement, which shall be deemed made on the date of the Original Agreement and the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be made on the date so specified) (provided, however, that Seller shall not be obligated to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.02(a) for any Tax imposed with respect to a Post-Closing Tax period on the Global Business basis of a breach of any representation or warranty contained in Section 7.01 (Tax Representations) other than the representations and warranties contained in the second sentence of Section 7.01(e), Section 7.01(h), and Section 7.01(k)), (b) the breach of any covenant or agreement contained in this Agreement requiring performance by Seller or any Company (prior to Closing), (c) Excluded Taxes, (d) an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of Seller or any Company (other than covenants to be performed by a Company after the Closing unless performed at the direction and control of Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any Ancillary Agreementother document contemplated hereby, and (ye) any Retained Assets, (f) any Liability, whether known or unknown as of the China Closing Date, of any representation or warranty of Seller with respect to the China operation of the Business contained in this Agreementor the Companies prior to the Closing Date (whether such claim or Action is brought by a third party or otherwise), in each case, without giving effect, solely other than to the extent any such Loss arises under any Contract (other than under any Contract for purposes any prior sales of determining the amount of business units by any Company or any Losses associated therewith (and not, for the avoidance arising out of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) resulting from any breach of any covenant of Seller contained in this Agreement or Contract by any Ancillary Agreement contemplated to be performed Company prior to the date of such breachClosing Date), provided that breaches of covenants relating (g) any Third Party Claim to the China extent of any punitive damages award where such Third Party Claim arises out of or results from the operation or conduct of the Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller Companies prior to the Global Closing Date and arise from any Environmental Liability, and (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (ivh) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementEnvironmental Liability.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement by reason of: (a) any breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, or by Seller, Principals or their respective Affiliates in each casethe other Transaction Documents, without giving effector by Xxxxxx with respect to his Personal Goodwill Assignment, solely or by Seller, Principals or the respective Affiliates in any certificate or instrument delivered by or on behalf of Seller or Principals pursuant to this Agreement, as of the Closing Date (except for purposes representations and warranties that expressly relate to a specified date, the breach of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if which will be determined with reference to such a breach has occurredspecified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, or by Seller, Principals or their respective Affiliates in the other Transaction Documents, or by Xxxxxx with respect to his Personal Goodwill Assignment, or by Seller, Principals or their respective Affiliates with respect to any certificate or instrument delivered by or on behalf of Seller or Principals pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller, Principals or any of their respective Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementDate.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this Article VII, from the Seller Parties shall, jointly and after the Global Closing or the China Closingseverally, as applicable, Seller shall be liable for indemnify and shall indemnify, defend Buyer and hold harmless Purchaser its Affiliates and each of its affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesBuyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: a. any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, representations or warranties of any representation or warranty of Seller with respect to the Global Business Party contained in this Agreement or in any Ancillary Agreement, and (y) as of the China Closing Date, Transaction Document; b. any breach or non-fulfillment of any representation covenant, agreement or warranty of obligation to be performed by the Seller with respect Parties pursuant to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith Agreement (and notwhich, for the avoidance of doubt, for purposes of determining if such a breach has occurredshall not include inaccuracies or breaches described in Section 7.2(a) hereof), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach c. the ownership, operation or conduct of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed the Business prior to the date Effective Time; d. any Fraud in the performance of such breach, provided that breaches of covenants relating the Transition Services to Buyer pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingTransition Services Agreement; (iii) any claim or Proceeding relating to or in connection with e. the matters set forth in Section 3.13 obligations of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller arising prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentEffective Time pursuant to the Assumed Contracts; (iv) f. any Retained Liability after and all obligations of every kind and description, contingent or otherwise arising from or related to the Global Closing (Business, the Excluded Assets, any Excluded Liabilities, or Taxes of a Seller Party, including a breach of the representations and warranties made in Section 3.13; g. the collection, deposit or 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 case performance of Retained Liabilities that are retained by Seller the Services prior to the Effective Time, including a breach of the representations and warranties made in connection with the Global ClosingSections 3.8(h) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing)3.21; and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate i. claims that may arise with respect to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementcertain Current Customers as set forth on Schedule 7.2(i).

Indemnification by Seller. Subject to the limitations set forth other terms and conditions of this ARTICLE VIII and elsewhere in Section 9.04, from and after the Global Closing or the China Closing, as applicablethis Agreement, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, the Ancillary Documents or in each caseany certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, without giving effect, solely for purposes as of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising prior to the date of such breachClosing Date, provided that breaches of covenants relating to or existing or arising on the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, Closing Date to the extent such Losses result primarily Third Party Claim arises from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after improper action or inaction with respect to Buyer’s purchase of the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementPurchased Assets.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicableterms of this Article IX, Seller shall be liable for and shall will indemnify, defend and hold harmless Purchaser and each of its affiliates Affiliates (including, after the Closing, the Acquired Company and its Subsidiaries) and each of their respective officers, directors, shareholders, managers, members, employees, stockholdersagents, agents successors and representatives assigns (each a “Purchaser Indemnified Party” and, collectively, the “Purchaser IndemniteesIndemnified Parties”) from harmless against and against in respect of any and all claimsLosses, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), which such Purchaser Indemnified Party has suffered or incurred by such Purchaser Indemnitee arising out of (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (ia) any breach (x) as of the Global Closing Date, or inaccuracy of any representation or warranty of made by Seller with respect to or the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained Acquired Company in this Agreement; provided, in each casehowever, without giving effect, solely for purposes of this Section 9.1(a), in determining the amount of any Losses associated therewith (with respect to any breach or inaccuracy of a representation or warranty by Seller or the Acquired Company such representations and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), warranties will be read without regard to any materiality or Business knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect qualifier Effect) contained therein; , but that such representations and warranties shall be read with regard to materiality and knowledge qualifiers (iiincluding, without limitation, any reference to “material,” “in all material respects” and Material Adverse Effect) in determining whether there has been a breach or inaccuracy of any such representations or warranties or (b) any breach or non-fulfillment of any covenant covenant, agreement or obligation of Seller contained in this Agreement the Acquired Company (at or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by or Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by under this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this Article VIII, from for a term beginning on the Closing Date and after ending on the Global second anniversary of the Closing or the China Closing, as applicableDate, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including JCG) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid Losses (except as provided in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.018.02) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to the extent arising or resulting from by reason of: (a) any inaccuracy in or breach of any of the following: (i) any breach (x) as representations or warranties of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business Sellers contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of the Sellers pursuant to this Agreement (other than in respect of Section 3.20, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein;; or (iib) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by the Sellers pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to Article VI). (c) Buyer shall not satisfy any Loss by asserting a setoff, defense, or counterclaim against any obligation or indebtedness owed by Buyer to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure ScheduleSellers, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by Buyer waives all rights it in connection with the transactions contemplated by this Agreement.otherwise

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Target Companies) and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate, instrument or agreement delivered to Buyer by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement or in any certificate, instrument or agreement delivered to Buyer by or on behalf of Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingArticle VI); (iiic) any claim the Unfunded Retirement Plan, including but not limited to all contributions or Proceeding relating benefits accrued or are owed as of the Closing Date or that accrue or become owed after the Closing Date with respect to or in connection with such plan; (d) the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court described in Section 8.02(d)(x) of competent jurisdiction the Disclosure Schedules or (y) a written settlement agreement entered into listed in Section 3.17 of the Disclosure Schedules (including those matters included in Section 3.17 of the Disclosure Schedules by Purchaser with Seller’s prior written consentcross-reference to other Sections of the Disclosure Schedules); (ive) the termination of the Contracts and other relationships and arrangements with the sales agents, representatives and distributors listed in Section 5.17 of the Disclosure Schedules; (f) any Retained Liability after of the Global Closing (Excluded Assets, including, without limitation, the presence of any Hazardous Materials on, under or at the 5151 Gasmer Property or the Corpus Christi Property; provided, however, Seller shall have no obligation to indemnify Buyer for any Release of Hazardous Materials on, under or at the 5151 Gasmer Property caused by the Company’s operation during the term of the lease described in Section 5.21 of this Agreement; provided, further, however, absent gross negligence or willful misconduct on the case part of Retained Liabilities the Buyer or the Target Company, Buyer shall not, for purposes of this provision, be deemed to have caused any Release of Hazardous Materials on, under or at the 5151 Gasmer Property that are retained by Seller results from the continuation of operations in connection a manner consistent with those of the Global Target Companies prior to the Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); andor (vg) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementTransaction Expenses.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04, from other terms and after the Global Closing or the China Closing, as applicableconditions of this Article VIII, Seller shall be liable for indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates, including the Target Parties, and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingreason of: (i) any inaccuracy in or breach (x) as of any of the Global Closing Date, of any representation representations or warranty warranties of Seller with respect to or the Global Business Company contained in this Agreement or in any Ancillary Agreementcertificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement (other than in respect of Section 3.17, and (y) it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the China Closing Date, of any date such representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining 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 has occurredof which will be determined with reference to such specified date), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach or non-fulfillment of any covenant of Seller contained in this Agreement covenant, agreement or any Ancillary Agreement contemplated obligation to be performed prior by Seller or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;Article VI); or (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of amounts owed by the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate Company to any agentbroker, brokerfinder, investment banker or any other firm Person set forth in Schedule 3.19 of the Disclosure Schedules. (b) for purposes of this Article VIII, any breach or person retained inaccuracy of the Company’s or employed the Seller’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller’s Knowledge”). (c) Seller shall have no obligation to indemnify and defend Buyer Indemnities for any Title Defect that is discovered by it in connection with Buyer after Closing. (d) Notwithstanding any other provision of this Article VIII, Seller and the transactions contemplated Target Parties shall not have any obligation to Buyer and its Affiliates pursuant to the provisions of this Section 8.02 based on any alleged Title Defect that is discovered by this AgreementBuyer after Closing, nor for any notice related to any Title Defect that is delivered to Seller after the Closing.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04provisions of this Article X and except with respect to indemnification for Taxes under Article VII, from effective as of and after the Global Closing or the China Closing, as applicableDate, Seller shall be liable for and shall indemnify, defend and hold harmless Purchaser Buyer and each of its affiliates Affiliates and each of Subsidiaries, and their respective managers, officers, directors, employees, stockholdersmembers, agents partners, shareholders, Subsidiaries, Affiliates, representatives, agents, and representatives all of their respective successors and assigns (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) ), from and against any and all claims, losses, damages, liabilities, obligations Losses incurred or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement suffered by any of the foregoing (collectivelyBuyer Indemnified Parties, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising out of or resulting from any of the followingrelating to: (i) any breach (x) as of the Global Closing Date, of any representation or warranty of Seller with respect to the Global Business contained in Article III of this Agreement or any Ancillary Agreement, and (y) as of the China date hereof or as of the Closing DateDate (or, in the case of representations or warranties that are made as of an earlier date, as or such earlier date) or of any representation statement made in any certificate delivered by Seller or warranty of Seller its Affiliates with respect thereto as of the Closing Date (or, in the case of representations or warranties that are made as of an earlier date, as or such earlier date), it being understood that, to the China Business contained extent a Loss is described in both Section 7.1 and this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurredSection 10.2(a)(i), to any materiality or Business Material Adverse Effect qualifier contained thereinSection 7.1 shall control; (ii) any breach of any covenant or agreement of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingSide Letter; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentExcluded Liabilities; (iv) any Indebtedness of the Transferred Entity Group or the TMA Business existing as of the Closing; or (v) other than the Assumed Liabilities, any Losses which are Liabilities of the Seller Group (excluding the TMA Business and the members of the Transferred Entity Group) or the Seller Retained Liability after Businesses for which, under applicable law, any member of the Global Transferred Entity Group could be held liable. (b) Notwithstanding any other provision to the contrary, Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.2(a)(i) or (iv) (except that clauses (ii) and (iii) below shall not apply with respect to breaches of the Seller Fundamental Representations) or any Taxes pursuant to Section 7.1 (including, for the avoidance of doubt, any Losses pursuant to Section 7.1(vii) relating thereto): (i) to the extent that such Losses or Taxes were included in the calculation of Closing Working Capital or Closing Indebtedness Amount and reflected or reserved for on the Post-Closing Statement as finally determined pursuant to Section 2.8 and included in the calculation of the Final Purchase Price; (ii) unless such claim individually or a series of related claims involves Losses or Taxes in excess of $50,000 (the “De Minimis Amount”), it being understood that if such Losses or Taxes do not exceed the De Minimis Amount, such Losses or Taxes shall not be applied to or considered for purposes of calculating the aggregate amount of the Buyer Indemnified Parties’ Losses or Taxes under this Section 10.2(b) (provided that, notwithstanding anything to the contrary herein, this Section 10.2(b)(ii) shall not apply to any Losses under Section 10.2(a)(iv) or Taxes to the extent that the aggregate amount of all such Losses or Taxes exceed $250,000); (iii) for Losses under Section 10.2(a)(i) (other than any Losses in respect of Taxes pursuant to Section 7.1), until the aggregate amount of such Losses of the Buyer Indemnified Parties exceeds $450,000 (the “Deductible”), it being understood that if such Losses exceed the Deductible, Seller shall be obligated for the Buyer Indemnified Parties’ Losses under Section 10.2(a)(i) from the first dollar of such Losses, including to the extent below the Deductible; and (iv) for any Losses under Section 10.2(a)(i) (other than any Losses resulting from a breach of the Seller Fundamental Representations or any Losses in respect of Taxes pursuant to Section 7.1) to the extent that the aggregate amount of such Losses exceeds $1,350,000 (the “Cap”) or, in the case of Retained Liabilities any Losses resulting from a breach of the Seller Fundamental Representations or Section 3.18(b) (Title to Assets), to the extent that are retained by the aggregate amount of such Losses exceeds the Base Purchase Price; provided, however, that to the extent that Losses under Section 10.2(a)(i) for breaches of Section 3.18(a) (Sufficiency of Assets) exceed the Cap, the Cap solely with respect to such Losses shall be $28,350,000 and provided, further, that Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, Losses under Section 10.2(a)(i) for breaches of Section 3.18(a) (Sufficiency of Assets) in connection with excess of $1,350,000 unless and only to the Global Closingextent that the aggregate amount of such Losses exceeds $10,350,000. (c) and after Notwithstanding any other provision to the China Closing contrary, Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, (i) any Losses to the extent that such Losses were included in the case calculation of Retained Liabilities Closing Working Capital or Closing Indebtedness Amount and reflected or reserved for on the Post-Closing Statement as finally determined pursuant to Section 2.8 and included in the calculation of the Final Purchase Price or (ii) any Losses pursuant to Section 10.2(a)(i) or (ii) to the extent that are retained by Seller in connection with the China Closing); andaggregate amount of such Losses exceeds the Base Purchase Price. (vd) Notwithstanding any feesother provision to the contrary, expenses Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses arising out of the IP Disputes (other payments incurred than the IP Dispute claim made by RPost Communications or owed by Seller RPost Holdings or any Seller Affiliate to any agent, broker, investment banker their respective Affiliates) unless such claim individually or other firm or person retained or employed by it a series of related claims involves Losses in connection with excess of the transactions contemplated by this AgreementDe Minimis Amount.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 9.04paragraph (b) below, from the Seller, jointly and after severally with the Global Closing or other Sellers entering into the China ClosingParallel Agreements, as applicableagrees to defend, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) Buyer's Indemnified Persons from and against any and all claims, losses, damages, liabilities, obligations Losses directly or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or indirectly incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may or sought to be provided under more than one provision of this Section 9.01) to the extent arising or resulting from imposed upon any of the followingthem: (i) resulting from or arising out of any breach (x) as of any of the Global Closing Daterepresentations or warranties (other than those in Sections 2.1, of any representation or warranty of Seller with respect 2.2, 2.8, 2.10 and, solely to the Global Business contained extent relating to title, Section 2.11) made by the Company or the Seller in or pursuant to this Agreement or by the Company or any Ancillary Agreement, and (y) as other Seller in or pursuant to the corresponding sections of the China Closing DateParallel Agreements, or in any agreement, document or instrument executed and delivered pursuant hereto or thereto or in connection with the Closing; provided that, for the purpose of this Section 8.1, any representation or warranty qualification of Seller with respect such representations and warranties by reference to the China Business contained materiality of matters stated therein, shall be disregarded in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if arising from such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained thereinbreach; (ii) resulting from or arising out of any breach of any of the representations or warranties made by the Company or the Seller pursuant to Sections 2.1, 2.2, 2.8, 2.10 and, solely to the extent related to title, Section 2.11 in or pursuant to this Agreement, or by the Company or any other Seller in or pursuant to the corresponding sections of the Parallel Agreements; (iii) resulting from or arising out of any breach of any covenant of Seller contained or agreement made by Sellers in or pursuant to this Agreement or by the Company or any Ancillary Agreement contemplated to be performed prior other Seller in or pursuant to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 corresponding sections of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consentParallel Agreements; (iv) in respect of any Retained Liability after liability or obligation of the Global Company which Seller has expressly assumed or agreed to be responsible for hereunder or under an Ancillary Agreement or which any other Seller has expressly agreed to assume or be responsible for under a Parallel Agreement or an agreement ancillary thereto; (v) resulting from or arising out of any liability, payment or obligation arising out of any litigation or similar matter required to be disclosed on Schedule 2.21 hereto or in any Parallel Agreement, except to the extent of reserves with respect thereto on the Base Balance Sheet; (vi) resulting from or arising out of the intentional misrepresentation or breach of warranty of the Company or any Seller or any intentional failure of the Company or any Seller to perform or comply with any covenant or agreement of the Company or any Seller, respectively contained herein or in any Parallel Agreement; (vii) resulting from or arising out of any liability, payment or obligation in respect of any taxes owing by the Company, Sellers or Buyer, as successor to the Company, of any kind or description (including interest and penalties with respect thereto) for all periods, or portions thereof, up to an including the Closing Date, except to the extent of reserves with respect thereto on the Base Balance Sheet; (in viii) resulting from or arising out of any third party action, whether by a governmental authority or other third party for damages, including fines or penalties, or clean-up costs or other compliance costs under any environmental law or from the case violation of Retained Liabilities that any environmental law arising out of the operations of the Company on or before the Closing Date; (ix) resulting from or arising out of any Benefit Plan and relating to matters occurring prior to the Closing; or (x) equal to the amount by which the actual net book value and the cash and cash equivalents of the Company on the Closing Date are retained by less than $1,376,000 and $440,000, respectively. (b) The right to indemnification under paragraph (a) is subject to the following limitations: (i) The Seller in connection with shall have no liability under paragraph (a) unless one or more of the Global ClosingBuyer's Indemnified Persons gives written notice to the Seller asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under (i), (v), (ix) and after (x), a period of two (2) years from the China Closing Date; (B) for claims under clauses (iii), (vii), and (viii), for so long as any claim may be made in the case respect of Retained Liabilities that are retained such matters under any applicable statute of limitations, as it may be extended by Seller in connection Seller, or by Buyer with the China Closing)Seller's written consent; and (C) for claims under clauses (ii), (iv) and (vi) of paragraph (a) above, without limitation as to time; except that, for any claim based upon a covenant or undertaking which by its terms is to be performed after the Closing, then the period above shall commence on the date when such covenant or agreement should have been performed. (ii) Indemnification for claims under paragraph (a) above (other than under clauses (a)(ii), (iv), (vi), (vii), (viii), (ix) and (x)) shall be payable by Sellers only if the aggregate amount of all Losses hereunder by Xxxxx's Indemnified Persons shall exceed $60,000, at which point Sellers jointly or severally shall be responsible for all Losses, including the first $60,000 of such Losses. The aggregate liability of all Sellers for indemnification under paragraph (a) above (other than under clauses (a)(ii), (iv), (v) and (vi)) shall not exceed the aggregate Purchase Price paid by all of them under this Agreement and the Parallel Agreements. (iii) The gross amount with respect to a claim for indemnification for which the Seller may be liable to a Buyer's Indemnified Person pursuant to this Article 8 shall be reduced by any fees, expenses insurance proceeds actually recovered by or other payments incurred on behalf of the Indemnified Person on account of the indemnifiable Loss. (iv) Seller shall not be liable to Buyer under this Agreement for any Losses which result from or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with arise out of the transactions contemplated by this Agreementconduct of the Company's business after the Closing.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from From and after the Global Closing or (but subject to the China Closing, as applicableprovisions of this Article 4), Seller shall be liable for and shall indemnifywill indemnify Buyer, defend and hold harmless Purchaser the Companies, each of Buyer’s Affiliates and each of its affiliates and each of their respective officersthe Companies’ Affiliates after the Closing (all such foregoing persons, directorscollectively, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) and hold the Buyer Indemnitees harmless from and against any and all claims, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or Losses incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) a Buyer Indemnitee, to the extent arising or resulting from any of the followingfrom: (ia) any a breach (x) as of the Global Closing Date, or inaccuracy of any representation or warranty of Seller with respect to the Global Business contained in this Agreement Article 2 (except for a breach or any Ancillary Agreement, and (y) as of the China Closing Date, inaccuracy of any representation or warranty contained in Section 2.09(e)); provided, however, that, solely for purposes of calculating any Losses (but not for determining whether any breach of a representation or warranty has occurred), if any such representation is qualified by the use of the term “Material Adverse Effect” or by the word “material” or by any word formed from such words, then such representation or warranty will be construed as if the word “material” (and such words formed therefrom) or the term “Material Adverse Effect” were not included in such representation or warranty; (b) fraud by or on behalf of Seller; (c) any breach by a Restricted Person of his or her obligations under the Restrictive Covenant Agreement; (d) any nonfulfillment or breach of any covenant or agreement of any Company (required to be performed at the Closing) or Seller with respect or Seller’s Representative (required to the China Business be performed at any time) contained in this Agreement; (e) any Indebtedness or Transaction Expenses not paid at or prior to the Closing and not taken into account in determining the Final Aggregate Closing Consideration; (f) any Seller Taxes; (g) any Schedule 4.03(g) Item; (h) intentionally omitted; (i) a breach or inaccuracy of any representation or warranty contained in Section 2.09(e); or (j) any Third Party Claim arising out of (i) the presence of any substance, material or waste that is identified or defined as hazardous by any Governmental Authority, as such identification may be amended at any time in the future, (ii) solid wastes, asbestos, PCBs, underground storage tanks, groundwater contamination, well, urea-formaldehyde, oil, petroleum, petroleum product and/or (iii) the violation or potential violation of any Environmental Laws, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed which Third Party Claim arose from circumstances which existed prior to the date of such breach, provided that breaches of covenants relating Closing and related to the China Business Owned Real Property or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementLeased Real Property.

Indemnification by Seller. Subject to The Sellers shall jointly and ------------------------- severally indemnify, defend, and hold the limitations set forth in Section 9.04, from Buyer and after its respective Affiliates (as such term is defined under Rule 405 of the Global Closing or Rules and Regulations of the China ClosingSecurities Act of 1933, as applicable, Seller shall be liable for amended) and shall indemnify, defend and hold harmless Purchaser and each of its affiliates and each of their the respective officers, directors, employeesemployees and shareholders (other than the Seller and its affiliates) of the foregoing, stockholders, agents and representatives their successors and assigns (the “Purchaser Indemnitees”"Indemnities") from from, against and against with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost and all claimsexpense (including, losseswithout limitation, damages, liabilities, obligations or expenses including reasonable third-party legal attorneys' and accountants' fees and costs and expenses and all amounts paid reasonably incurred in investigationinvestigating, defense preparing, defending against or settlement prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character (the foregoing (collectively, “Losses”"Damages"), suffered arising out of or incurred by such Purchaser Indemnitee (without duplication for in any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising manner incident, relating or resulting from any of the followingattributable to: (ia) any breach (x) as of the Global Closing Date, of Any inaccuracy in any representation or breach of warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant of Seller contained in this Agreement or in any Ancillary Agreement contemplated to be performed prior to certificate, instrument of transfer or other document or agreement executed by the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller this Agreement or otherwise made or given in connection with the China Closing); andthis Agreement; (vb) Any failure by the Seller or its affiliates to perform or observe, or to have performed or observed, in full, any feescovenant, expenses agreement or condition to be performed or observed by them under this Agreement or under any certificates or other payments incurred documents or owed agreements executed by the Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it its affiliates in connection with the transactions contemplated by this Agreement; (c) Reliance by the Buyer on any books or records of the Seller or reliance by the Buyer on any information furnished to the Buyer pursuant to this Agreement by or on behalf of the Seller; or (d) Liabilities or obligations of, or claims against, the Buyer (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Business prior to the Closing Date or facts and circumstances existing at or prior to the Closing Date, whether or not such liabilities or obligations were known on such date, and any other liabilities and obligations of the Seller or relating to the Business not expressly assumed by Buyer.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04other terms and conditions of this ARTICLE VIII, from Sellers shall jointly and after the Global Closing or the China Closing, as applicable, Seller shall be liable for severally indemnify and shall indemnify, defend and hold harmless Purchaser and each of Buyer and its affiliates Affiliates (including the Company and each of the Acquired Subsidiaries) and their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, lossesor imposed upon, damagesthe Buyer Indemnitees based upon, liabilitiesarising out of, obligations with respect to or expenses including reasonable third-party legal fees and expenses and all amounts paid by reason of: (a) any inaccuracy in investigation, defense or settlement breach of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, of any representation representations or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (y) as of the China Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant warranties of Seller contained in this Agreement or in any Ancillary certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement contemplated (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed prior by Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the date of sole remedy for any such breach, provided that breaches of covenants relating violation or failure shall be pursuant to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing;ARTICLE VI). (iiic) any claim or Proceeding relating to or in connection Any losses associated with the matters set forth in Section 3.13 of fire at the Seller Disclosure ScheduleCompany’s facility which commenced on April 28, whether commenced prior to or after 2017 which are not satisfied by the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with SellerCompany’s prior written consent; (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global Closing) and after the China Closing (in the case of Retained Liabilities that are retained by Seller in connection with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreementinsurers.

Indemnification by Seller. Subject to Section 8.1 (General Survival) and the limitations set forth in Section 9.04other provisions of this Article, from and after the Global Closing or the China Closing, as applicableDate, Seller shall be liable for and shall indemnify, defend indemnify and hold harmless Purchaser and each of its affiliates Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) ), from and against and in respect of any and all claimsLosses resulting from, lossesarising out of, damagesrelating to, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered imposed upon or incurred by such any Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising or resulting from any of the followingby reason of: (i) any inaccuracy in, failure to be true of, or breach (x) as of the Global Closing Dateof, of any representation or warranty of Seller with respect to the Global Business contained in this Agreement or any Ancillary Agreement, and (yincluding the Seller Disclosure Schedule) as of the China date hereof or as of the Closing Date, as if made on and as of any representation or warranty of Seller with respect to the China Business contained in this Agreement, Closing Date (in each case, without giving effecteffect to any supplements or updates following the date of this Agreement to any Seller Disclosure Schedule) or any other Transaction Documents to which it is a party; provided, solely for purposes however, that if and to the extent that any specific representation or warranty provides that it is made only as of determining a date or dates specified in such representation or warranty, the determination of whether there is any inaccuracy, failure to be true of or breach of such representation or warranty shall be determined as of such specified date; and provided further that once any such inaccuracy in, failure to be true of or breach of any representation or warranty has been established, the determination of the amount of any the Purchaser Indemnitees’ Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), shall be made without giving effect to any materiality or Business Material Adverse Effect qualifier contained thereinqualifications in such representation or warranty; (ii) any breach by Seller of any covenant of Seller or agreement contained in this Agreement or any Ancillary Agreement contemplated other Transaction Document to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closingwhich it is a party; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure Schedule, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;all Excluded Liabilities; and (iv) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller noncompliance with fraudulent transfer Laws in connection with the Global ClosingTransactions. Subject to the terms of this Article VIII, no Purchaser Indemnitee shall be precluded from seeking indemnification under any of the preceding subparagraphs of this Section 8.2(a) and after solely by virtue of such Purchaser Indemnitee not being entitled to seek indemnification under any other subparagraph of this Section 8.2(a). Subject to the China Closing (in the case terms of Retained Liabilities that are retained by Seller in connection this Article VIII, no Purchaser Indemnitee shall be precluded from seeking indemnification under this Section 8.2(a) with the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate respect to any agent, broker, investment banker specific representation or warranty solely by virtue of such Purchaser Indemnitee not being entitled to seek indemnification with respect to any other firm specific representation or person retained or employed by it in connection with the transactions contemplated by this Agreementwarranty.

Indemnification by Seller. Subject to the limitations set forth in Section 9.04, from and after the Global Closing or the China Closing, as applicable, (a) Seller shall be liable for indemnify Buyer and shall indemnify, defend its Affiliates and hold harmless Purchaser and each of its affiliates and each of their respective officers, directors, employees, stockholdersagents, agents successors and representatives assigns (the “Purchaser IndemniteesBuyer Indemnified Parties”) from against, and against any and all claimsshall hold them harmless from, losses, damages, liabilities, obligations or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising such Loss arises from or resulting from any of in connection with the following: (i) any misrepresentation or incorrectness in or breach (x) as of the Global Closing Date, by Seller of any representation or warranty of Seller with respect to the Global Business made by it contained in this Agreement or any Ancillary Agreement, and (y) as of the China Seller Closing Date, of any representation or warranty of Seller with respect to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Business Material Adverse Effect qualifier contained thereinCertificate; (ii) any non-fulfillment or breach by Seller of any covenant of Seller its covenants or agreements contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China ClosingAgreement; (iii) any claim or Proceeding relating to or in connection with the matters set forth in Section 3.13 of the Seller Disclosure ScheduleExcluded Assets, whether commenced prior to or after the Global Closing, to the extent such Losses result primarily from the infringement of applicable including any Excluded Intellectual Property by Seller prior to the Global Closing and arise from (x) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (y) a written settlement agreement entered into by Purchaser with Seller’s prior written consent;Property; or (iv) any Retained Liability Liabilities. (b) Buyer acknowledges and agrees that the indemnification provided in this Section 13.2 shall be Buyer’s sole and exclusive remedy for all Losses related to or arising, at law, under any statute or in equity, or otherwise, out of this Agreement (other than claims of, or causes of action arising from (x) fraud or willful misconduct, or (y) breach of Section 10.1 or Section 10.3) and, in furtherance thereof, Buyer waives, from and after the Global Closing Closing, to the fullest extent permitted under applicable Governmental Rules, any and all rights, claims, actions or causes of action (other than claims of, or causes of action arising from (A) fraud or willful misconduct or (B) breach of Section 10.1 or Section 10.3) it may have against Seller or any of Seller’s Affiliates relating to the subject matter of this Agreement, other than the remedies provided in the case this Section 13.2; provided, however, that Buyer shall be entitled to seek temporary or permanent injunctive relief in order to enforce its rights hereunder. Subject to Section 8.5, in no event shall Buyer make a claim for breach of Retained Liabilities that are retained any particular representation, warranty or covenant made by Seller in connection with the Global Closing) and after the China Closing (this Agreement or in the case Seller Closing Certificate if Buyer had Knowledge, including through the Disclosure Schedule, of Retained Liabilities that are retained by Seller in connection with such breach as of the China Closing); and (v) any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementAgreement Date.

Indemnification by Seller. (a) Subject to the limitations set forth in provisions of this Article IX, and except with respect to indemnification for Taxes (other than Section 9.043.15 Taxes), from which shall be governed exclusively by Article VI, effective as of and after the Global Closing or the China Closing, as applicable, Seller shall be liable for and shall indemnify, defend and hold harmless (or, as applicable, shall cause the relevant Seller Entity to indemnify, defend and hold harmless) Purchaser and each of its affiliates Affiliates, including, from and each of their respective officersafter Closing, directorsthe Purchased Companies (collectively, employees, stockholders, agents and representatives (the “Purchaser IndemniteesIndemnified Parties”) ), from and against any and all claims, losses, damages, liabilities, obligations Covered Losses incurred or expenses including reasonable third-party legal fees and expenses and all amounts paid in investigation, defense or settlement suffered by any of the foregoing (collectivelyPurchaser Indemnified Parties, “Losses”), suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 9.01) to the extent arising out of or resulting from any of the following: (i) any breach (x) as of the Global Closing Date, failure of any representation or warranty of Seller contained in Article III (other than the representations and warranties contained in Section 3.14 (Taxes), or contained in any certificate delivered by or on behalf of Seller pursuant to this Agreement, to be true and correct as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, the Global Business contained in failure of such representations and warranties to be true and correct as of such date); provided, however, that for purposes of this Agreement Article IX, all such representations and warranties shall be read without giving effect (other than for purposes of (x) Section 3.6(b), Section 3.7(b), Section 3.11(a) or any Ancillary AgreementSection 3.15(a), and or (y) as of the China Closing Date, of any representation or warranty of Seller with respect reference to the China Business contained in this Agreement, in each case, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), defined term “Material Contract”) to any materiality material or “Business Material Adverse Effect Effect” qualifier, material to the Business qualifier, or other similar qualifier contained therein; ; (ii) any breach of any covenant or agreement of Seller contained in this Agreement or any Ancillary Agreement contemplated to be performed prior to the date of such breach, provided that breaches of covenants relating to the China Business or the China Acquisition shall only be subject to indemnification following the China Closing; Agreement; and (iii) any claim or Proceeding relating to or in connection with Retained Liabilities (including, for the matters set forth in Section 3.13 avoidance of doubt, Retained Liabilities of any of the Purchased Entities or Purchased Ventures). (b) Notwithstanding any other provision to the contrary: (i) Seller Disclosure Scheduleshall not be required to indemnify, whether commenced prior defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Covered Losses pursuant to or after the Global ClosingSection 9.2(a)(i), (A) to the extent that such Covered Losses result primarily from are expressly included as current liabilities in the infringement calculation of applicable Intellectual Property by Seller prior Working Capital on the Post-Closing Statement (as adjusted pursuant to the Global Closing and arise from (xSection 2.9(d)) a final, judicially-determined, non-appealable judgment by a court of competent jurisdiction or (yB) a written settlement agreement entered into by Purchaser other than with respect to Seller’s prior written consent; Fundamental Representations, Section 3.8(a) (ivTitle), Section 3.15(o) any Retained Liability after the Global Closing (in the case of Retained Liabilities that are retained by Seller in connection with the Global ClosingBusiness Employees) and Section 3.19 (Brokers), unless such claim, or series of related claims, involves Covered Losses in excess of $75,000 (the “De Minimis Amount”) and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under this Section 9.2(b)(i); and (C) until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) (other than with respect to Seller’s Fundamental Representations, Section 3.8(a) (Title), Section 3.15(o) (Business Employees) and Section 3.19 (Brokers)) exceeds $20,000,000 (the “Deductible”), after which Seller shall be obligated for all the China Closing Purchaser Indemnified Parties’ Covered Losses under Section 9.2(a)(i) in excess of the Deductible, subject to Sections 9.2(b)(i)(A) and (in the case of Retained Liabilities that are retained by Seller in connection with the China ClosingB) and Section 9.2(b)(ii); and (vii) Other than with respect to breaches of the representation and warranty in Section 3.15(o) (Business Employees), the cumulative indemnification obligation of Seller under Section 9.2(a)(i) (excluding any fees, expenses or other payments incurred or owed by Seller or any Seller Affiliate amounts with respect to any agent, broker, investment banker or other firm or person retained or employed by it breaches of the representation and warranty in connection with Section 3.15(o) (Business Employees)) shall in no event exceed $147,500,000 (the transactions contemplated by this Agreement“Cap”).