Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, or due to, directly or indirectly, any of the following: (a) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligence.

Indemnification by Sellers. Subject (a) In the event of a registration or qualification of any of the Registrable Securities under the 1933 Act or Canadian Securities Laws pursuant to Article 2, Article 3, Article 4, or Article 5, to the limitations contained in this Article 10extent permitted by law, Sellerseach seller of such Registrable Securities thereunder, jointly severally and severallynot solidarily (jointly), shall will indemnify and hold KCSharmless the Corporation, each person, if any, who controls the Surviving Company Corporation within the meaning of the 1933 Act or the Exchange Act, each officer of the Corporation who signs the Registration Statement, each director of the Corporation, each underwriter (as defined in the 0000 Xxx) and each person, if any, who controls any underwriter within the meaning of their Subsidiaries, the 1933 Act or the Exchange Act and each other seller of their respective officers, Registrable Securities thereunder and its officers and directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless from and against all losses, damagesclaims, damages or liabilities, solidary (joint) or several, to which the Corporation or such officer, director, underwriter or controlling person, or other seller or officer or director of such other seller, may become subject under the 1933 Act, the Exchange Act, state securities or “blue sky” laws, Canadian Securities Laws or otherwise, insofar as such losses, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any nature whatsoever material fact contained in the Registration Statement or Canadian Prospectus, or any omission or alleged omission of a Canadian Prospectus to provide full, true and plain disclosure of all material facts related to the Registrable Securities under which such Registrable Securities were registered or qualified under the 1933 Act or Canadian Securities Laws pursuant to Article 2, Article 3, Article 4, or Article 5, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the seller of the 1933 Act, the Exchange Act, any applicable state securities or “blue sky” laws, or any Canadian Securities Laws, and will reimburse the Corporation and each such officer, director, underwriter and controlling person, and each other seller of Registrable Securities thereunder and its officers and directors, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, but such seller is liable hereunder in any such case if and only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, furnished in writing to the Corporation by or on behalf of such seller specifically for use in such Registration Statement (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewithProspectus comprised therein) or Canadian Prospectus ("Losses") resulting from, arising out of, preliminary or due to, directly or indirectly, any of the following: (a) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreementfinal), or any breach amendment or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); andsupplement thereof. (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach The liability of each selling Holder hereunder is limited to the proportion of any representation such loss, claim, damage or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only liability that is equal to the extent proportion that the public offering price of the shares sold by such 51% selling Holder under such Registration Statement and/or Canadian Prospectus bears to the total public offering price of Losses amount toall securities sold thereunder, and such liability does not in any event exceed the aggregate, $5 million or more; provided, that for net proceeds received by such seller from the purpose sale of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether Registrable Securities covered by such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligenceRegistration Statement and/or Canadian Prospectus.

Indemnification by Sellers. a. Subject to the limitations contained in this Article 10terms of Section 10.3, Sellers, jointly and severally, Sellers shall indemnify and hold KCS, the Surviving Company save Buyer and each of their Subsidiaries, and each of their respective its officers, directors, employees, membersadvisors, stockholders, agents subsidiaries, successors and representatives assigns ("KCS Indemnitees") the “Buyer Indemnified Persons”), harmless from and against all the following (the damages, losses, damagesobligations, liabilities, claims, demandsactions or causes of action set forth in paragraphs (i) through (iv) of this Section 11.1(a) being hereinafter referred to collectively as the “Buyer Losses”): i. all damages, losses, obligations, deficienciesliabilities, paymentsclaims, judgments, settlements, costs actions and expenses causes of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, action sustained or due to, directly or indirectly, suffered by any of the following: (a) Any Buyer Indemnified Persons arising from any material breach, untruth or inaccuracy or misrepresentation in, or breach of, of any representation or warranty of Sellers contained in Article 5or made pursuant to this Agreement (including the Exhibits and Schedules attached hereto), the Transfer Instruments, or in any schedule certificate, instrument or exhibit agreement delivered hereunder by Sellers pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, or any fact or circumstance constituting such breach, untruth or inaccuracy; ii. all damages, losses, obligations, liabilities, claims, actions and causes of action sustained or suffered by any of Sellers the Buyer Indemnified Persons arising out of or in related to Sellers' failure to pay, perform or discharge the Excluded Obligations; iii. all damages, losses, obligations, liabilities, claims, action or causes of action sustained or suffered by the Buyer Indemnified Persons arising from any certificates delivered by any of Sellers pursuant to this Agreement, default or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers made pursuant to this AgreementAgreement (including the Exhibits and Schedules attached hereto), the Transfer Instruments or any certificate or instrument delivered by Sellers pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, or any claimsfacts or circumstances constituting any such default or breach; and iv. all reasonable costs and expenses (including, causes without limitation, reasonable attorneys' fees, accountants’ fees and other professional fees and expenses) incurred by the Buyer Indemnified Persons, or any of actionsthem, rights asserted in connection with any action, suit, proceeding, demand, assessment or demands made by any third parties (including any Governmental Authority) arising from or relating judgment incident to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (bmatters indemnified against under Section 11.1(a) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligencehereof.

Indemnification by Sellers. (a) Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiaries (including GTFM and the GTFM Subsidiaries), and each of their respective officers, directors, alternate directors, employees, members, stockholders, agents and representatives ("“KCS Indemnitees"”) harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys'’, accountants'’, experts' ’ and other fees and expenses in connection therewith) ("“Losses"”) resulting from, arising out of, or due to, directly or indirectly, any of the following: (ai) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 55 (excluding, to avoid duplication, those which are the subject of indemnification under Section 10.5), in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing foregoing; (it being agreed that for purposes ii) Any action (other than any actions relating to the arrangements with DeTeresa or which are the subject of such right to indemnificationthe Management Claims, the representations Acquisition Claims or the Authority Litigation) by or at the direction of any Person released pursuant to Section 7.15 hereof (except for Lxxxx X. Xxxxxxxx and warranties made by Sellers shall be deemed not qualified by any references therein to materiality the officers and directors of KCS) or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation inthe Authority Litigation Agreement, or breach any Designated Person that (x) constituted a fraud or a criminal act equivalent to a felony under the Laws of any representation the jurisdiction where the act occurred (including the burden of proof required under such Laws) or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only (y) occurred during the period from April 20, 2003 to the extent such 51% date of this Agreement and required the approval of KCS under the terms of the Original Acquisition Agreement, which approval was not obtained and resulted in Losses amount to, to GTFM or any GTFM Subsidiary in the aggregate, excess of $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect1 million. The limitation in this Section 10.2(b) shall not be applicable to term “Designated Person” means any Losses arising out of or resulting from any action or omission person identified on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligence.Exhibit P.

Indemnification by Sellers. Subject to the limitations contained in this Article 10conditions and provisions of Section 14.5, SellersSellers agree, jointly and severally, shall indemnify to indemnify, defend and hold KCS, the Surviving Company harmless Buyer and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless Avanitum US from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigationsexpenses, actionsincluding, suitsbut not limited to, proceedingsinterest, demands, assessments, judgments, orders, settlements and compromises relating thereto, penalties and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewithdisbursements, asserted against, imposed upon or incurred by Buyer and Avantium US, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Sellers ("Losses"whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) resulting fromnot expressly assumed by Buyer pursuant to Section 2.4, arising out of, relating to or due toresulting from the businesses of Sellers, directly or indirectly, any relating to or resulting from the Assets or the business and operations of the following: VirtualPlant Division during the period prior to the Closing Date; (ab) Any inaccuracy or any misrepresentation in, or breach of, any representation or warranty of the representations and warranties of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers made pursuant to this Agreement, Agreement or any breach other Seller Document; (c) any noncompliance by Sellers with any covenants, agreements or nonfulfillment of any covenant or agreement of any undertakings of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers made pursuant to this Agreement, Agreement or any claimsother Seller Document; (d) obligations to former GSE Systems employees due upon termination of employment with GSE Systems and its subsidiaries or otherwise in the nature of severance; (e) any matter giving rise to indemnity obligations by Seller under the UK Asset Purchase Agreement; and (f) any amounts due to Xx. Xxxx Xxxxxx and Xx. Xxxxxxxx from Sellers or any affiliate of Sellers. In the event of any indemnification of Buyer and Avantium US pursuant to this Section14.2, causes Buyer and Avantium US shall be entitled, in addition to their rights and remedies at law or in equity, to deduct the amount of actions, rights asserted or demands such indemnification from any payment made by any third parties (including any Governmental Authority) arising from Buyer and Avantium US in connection with this Agreement or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effecttransactions contemplated hereby. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligence14.

Indemnification by Sellers. (a) Subject to the limitations contained in other terms and conditions of this Article 109, Sellers, jointly and severally, Goldcorp USA shall indemnify Buyer and hold KCSits Affiliates (including Marigold (from and after the Closing)) and their respective directors, officers and employees (collectively, the Surviving Company and each of their Subsidiaries“Buyer Indemnitees”) against, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") shall hold the Buyer Indemnitees harmless from and against all lossesagainst, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigationsLosses incurred or sustained by, actionsor imposed upon, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting fromthe Buyer Indemnitees based upon, arising out of, with respect to or due by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of Goldcorp USA contained in Article 3; (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed solely by Goldcorp USA pursuant to this Agreement; (iii) any and all: (A) Unrelated Liabilities, and (B) Liabilities associated with, related to, directly or indirectlythat arise or result from, the Pre-Closing Reorganization; and (iv) any and all Liabilities associated with, related to, or that arise or result from, the presence of the Ball Mill and Motor on the Mine site, any of Goldcorp’s acts, activities or omissions on or in relation to the followingMine site in connection with the removal of Ball Mill and Motor and the performance of its other covenants under Section 7.11, including, without limitation, bodily injury to persons, including death, damage to property, and environmental damage or contamination. (b) Subject to the other terms and conditions of this Article 9, Homestake shall indemnify the Buyer Indemnitees against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) Any any inaccuracy in or misrepresentation inbreach of any of the representations or warranties of Homestake contained in Article 4; or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed solely by Homestake pursuant to this Agreement. (c) Subject to the other terms and conditions of this Article 9, Sellers shall severally and not jointly (such that Goldcorp USA’s aggregate indemnification obligation under this Section 9.2(c) is 66.67% of any Loss and Homestake’s aggregate indemnification obligation under this Section 9.2(c) is 33.33% of any Loss) indemnify Buyer Indemnitees against, and shall hold Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or breach imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any representation inaccuracy in or warranty breach of any of the representations or warranties of Sellers contained in Article 5; or (ii) any breach or non-fulfillment of any covenant, in any schedule agreement or exhibit delivered hereunder obligation to be performed jointly by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement. (d) In the event that a Loss contemplated under Section 9.2 is incurred or sustained by, or any breach imposed upon, Marigold, such Loss shall, for the purposes of this Article 9, be deemed to be a Loss incurred or nonfulfillment sustained by, or imposed upon, by Buyer. Notwithstanding that both Buyer and Marigold are or may be entitled to seek indemnification from the Indemnifying Parties under this Agreement in respect of the same Loss, the aggregate liability of the Indemnifying Parties in respect of any covenant or agreement of any of Sellers contained such Loss shall be determined on a without duplication basis such that Buyer and Marigold shall not, as a whole, obtain double recovery in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes respect of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligenceLoss.

Indemnification by Sellers. Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify Buyer and hold KCSits Affiliates (including the Company after the Closing), the Surviving Company and each of their Subsidiariesstockholders, and each of their respective officers, directors, managers, employees, membersagents, stockholderspartners, agents representatives, successors and representatives assigns ("KCS Indemnitees"collectively, the “Buyer Parties”) and save and hold each of them harmless from to the full extent authorized or permitted under Applicable Laws, as now or hereafter in effect, against and against all lossespay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, liabilitiesdemand, claimsclaim, demandsaction, obligationscause of action, deficienciesinvestigation, paymentsinquiry, judgmentsarbitration, settlementslitigation, costs and expenses proceeding, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any nature whatsoever third-party claims (including the costs and expenses of any and all investigationsinterest, actionspenalties, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other ’ fees and expenses and all amounts paid in connection therewith) ("Losses") resulting frominvestigation, arising out of, defense or due to, directly or indirectly, settlement of any of the following: foregoing) (a) Any inaccuracy collectively, the “Losses”), which any such Buyer Party may suffer, sustain or misrepresentation inbecome subject to, or breach as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by the Company or Sellers of any representation or warranty of made by the Company or Sellers contained in Article 5, in any schedule this Agreement or exhibit delivered hereunder by any of Sellers the Schedules or Exhibit attached hereto, or in any of the certificates delivered or other instruments or documents furnished by any of the Company or Sellers pursuant to this Agreement, or ; (ii) any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation covenant, agreement or warranty regarding Grupo TFM other provision by the Company or its Subsidiaries Sellers under this Agreement or any of the Schedules and Exhibit attached hereto; (iii) any and all Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date as determined in accordance with Section 8.11 hereof; provided that Sellers shall not have any liability under clause (i) above unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be limited liable exceeds on a cumulative basis an amount equal to 51One Hundred Thousand U.S. Dollars ($100,000) (the “Basket”) and then for all of the Losses in excess of the amount of the Basket; and provided further that Sellers’ aggregate liability under clause (i) above (other than with respect to the Seller Fundamental Sections), shall in no event exceed 75% of Losses and then only to the extent such 51% of Losses amount to, in Cash Purchase Price (the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligence“Cap”).

Indemnification by Sellers. Subject to the limitations contained set forth in this Article 10ARTICLE IX, Sellersfrom and after the Closing, jointly and severallySellers will indemnify, shall indemnify defend and hold KCSharmless Buyer and its Affiliates, the Surviving Company and each of their Subsidiaries, and each of their respective officers, directors, managing directors, managers, equityholders, employees, memberssuccessors and assigns (all such foregoing Persons, stockholderscollectively, agents and representatives ("KCS the “Buyer Indemnitees"”) harmless from and against any and all losses, damages, liabilities, claims, demands, obligationsassessments, losses, Liabilities, damages, deficiencies, paymentsinterest and penalties, judgmentsTaxes, settlementscosts and expenses, including losses resulting from the defense, settlement or compromise of an Action or claim or demand or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of any nature whatsoever (including investigation, and the costs and expenses of enforcing the indemnification provided hereunder (individually, a “Loss” and, collectively, “Losses”) incurred by any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, Buyer Indemnitee arising out of, or due relating to, directly in connection with or indirectly, any of the followingresulting from: (a) Any inaccuracy the failure of any representations or misrepresentation in, warranties made by a Seller in this Agreement or breach of, any certificate delivered in connection herewith to be true and correct as of the date hereof and as of the Closing Date as if such representation or warranty was made on and as of Sellers the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be so true and correct as of such date) (provided that solely for purposes of determining the amount of Losses in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualifications or limitations as to materiality (whether by reference to Material Adverse Effect or otherwise) contained in Article 5, in any schedule such representation or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or warranty shall be disregarded); (b) any breach or nonfulfillment of any covenant failure by a Seller to perform, or agreement of cause to be performed, any of Sellers its covenants or obligations contained in this Agreement or the Intellectual Property Transfer and License Agreement, ; (c) any Debt of an Acquired Company existing as of immediately prior to the Closing that is not taken into account in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any the calculation of the foregoing Estimated Purchase Price or the Purchase Price; (it being agreed that for purposes d) the operation of such right to indemnificationthe US Business, whether before, at or after the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect)Closing; and (be) Sellers' indemnification obligations under this Article 10 for any inaccuracy Action that (i) is commenced on or misrepresentation in, or breach prior to (A) the third anniversary of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only the Closing Date to the extent such 51% relating to alleged personal injuries, and (B) in all other cases, the fifth anniversary of Losses amount tothe Closing Date, in the aggregate(ii) is brought by (A) a Governmental Authority to enforce legislation adopted to implement European Union Directive 2001/37/EC or European Directive 2014/40/EU or (B) a consumer, $5 million consumers or more; provideda consumer association, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(band (iii) shall not be applicable to any Losses arising arises out of any statement or resulting from claim made on or before the Closing Date by any action Acquired Company concerning NAS Products consumed or omission intended to be consumed outside of the United States that a NAS Product is (A) natural, (B) organic or (C) additive free, including any such statement or claim by an Acquired Company appearing on the part of or in any Seller packaging, labeling, advertising, marketing materials, promotional materials, website, or its Affiliate that involved a crime, fraud, willful misconduct or gross negligenceelsewhere.

Indemnification by Sellers. (a) Subject to the limitations contained in other provisions of this Article 10VII from and after the Closing, Sellerseach XXXX Seller and each NMA Seller, jointly as applicable, shall, severally and severallynot jointly, shall indemnify indemnify, defend and hold KCS, harmless the Surviving Company and each of their Subsidiaries, PAC Group Entities and each of their respective directors, officers, directorsmanagers, employees, members, stockholders, agents and representatives Affiliates, and the respective heirs, successors, and assigns of each of the foregoing ("KCS Indemnitees"collectively, the “PAC Indemnified Parties”) harmless from from, against and against all lossesin respect of, damagesand shall pay on behalf of and reimburse the PAC Indemnified Parties for, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigationsLosses imposed on, actionssustained, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out ofincurred or suffered by, or due to, directly or indirectlyasserted against, any of the followingPAC Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from or caused by: (ai) Any any breach or inaccuracy of any of the representations or misrepresentation in, or breach of, any representation or warranty of Sellers warranties contained in Article 5, in III or Article IV of this Agreement or any schedule or exhibit delivered hereunder by any of Sellers or in any certificates certificate delivered by any of Sellers a Parent Entity pursuant to this Agreement, ; (ii) any nonfulfillment or any breach or nonfulfillment of any covenant or agreement on the part of any of the Sellers or the Parent Entities contained in this Agreement; (iii) any Indebtedness of any Advisor Group Entity, XXXX Seller Transaction Expense or NMA Seller Transaction Expense that was not taken into account in the determination of the Aggregate Closing Consideration, the Final XXXX Net Working Capital Amount or the Final NMA Net Working Capital Amount, as applicable; (iv) any actions taken by any Seller or Advisor Group Entity or any of their respective Affiliates in connection with any of the Restructuring Transactions and any Liabilities in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties way associated therewith (including any Governmental Authority) arising from or relating Liabilities related to any transfer or assignment effected by any Seller or any Advisor Group Entity as part of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse EffectRestructuring Transactions); and (v) any of the matters, facts, circumstances or events contemplated by Section 7.2(a)(v) of the PAC Disclosure Schedules (the “Specified Matters”). (b) Sellers' indemnification obligations under Subject to Section 6.9 and Section 6.10 and the other provisions of this Article 10 VII, from and after the Closing, to the extent not covered by the R&W Policy (other than by reason of the application of the retention under the R&W Policy) (A) the XXXX Xxxxxxx, severally and not jointly, shall indemnify, defend and hold the PAC Group Entities harmless from any Tax Liabilities of XXXX and its Subsidiaries with respect to all Pre-Closing Tax Periods or, in the case of Taxes for a Straddle Period, the portion of such Taxes allocable to the portion of the Straddle Period through the Closing Date; and (B) the NMA Sellers, severally and not jointly, shall indemnify, defend and hold the PAC Group Entities harmless from any inaccuracy Tax Liabilities of NMA and NMP with respect to the Pre-Closing Tax Period or, in the case of Taxes for a Straddle Period, the portion of such Taxes allocable to the portion of the Straddle Period through the Closing Date (such Taxes with respect to XXXX and its Subsidiaries or misrepresentation inNMA and NMP, or breach as applicable, the “Pre-Closing Period Taxes”). For the purposes of determining the portion of any representation Taxes of the Advisor Group Entities for a Straddle Period that is allocable to the portion of such taxable year or warranty regarding Grupo TFM or its Subsidiaries period ending at the end of the Closing Date, the determination shall be limited made (i) in the case of any property or ad valorem Taxes which are imposed on a periodic basis, ratably on a per diem basis and (ii) in the case of any other Taxes, based on an interim closing of the books of the applicable Advisor Group Entity as of the end of the Closing Date. (c) Notwithstanding anything to 51the contrary contained in this Section 7.2, the PAC Indemnified Parties may not pursue any claim for indemnification pursuant to Section 7.2(a)(i) unless such claim is the subject of a specific exclusion from coverage under the R&W policy (other than by reasons of application of the Initial Retention under the R&W Policy or the policy limits applicable to the R&W Policy) (each claim that is not so excluded, a “Covered Claim”). In lieu of indemnification in respect of Covered Claims or Pre-Closing Period Taxes, for the first twelve (12) months following the Closing Date, to the extent that any PAC Group Entity notifies the R&W Carrier of any Loss in respect of a Covered Claim or Pre-Closing Period Tax that would erode any Initial Retention provided for in the R&W Policy, PAC shall promptly notify the XXXX Representative or the NMA Representative, as applicable, which notice shall include a copy of such notification and any supporting documentation provided to the R&W Carrier. Such Losses shall be allocated as follows: (i) If and to the extent the aggregate amount of such Losses does not exceed 50% of the Initial Retention provided for in the R&W Policy, 25% of the amount of such Losses shall be allocated to the Seller or Sellers that have made the representations and warranties in respect of which such Losses have been incurred and shall be offset against the Earnout Amount subsequently payable to such Seller or Sellers; provided, that such Seller or Sellers shall not otherwise be liable to the PAC Indemnified Parties for such Losses except as provided in this Section 7.2(c)(i); (ii) If and to the extent the aggregate amount of such Losses exceeds 50% of the Initial Retention provided for in the R&W Policy, 75% of the excess of (A) the aggregate amount of such Losses up to the Initial Retention provided for in the R&W Policy, over (B) 50% of the Initial Retention provided for in the R&W Policy shall be allocated to the Seller or Sellers that have made the representations and warranties in respect of which such Losses have been incurred and shall be offset against the Earnout Amount subsequently payable to such Seller or Sellers; provided, that such Seller or Sellers shall not otherwise be liable to the PAC Indemnified Parties for such Losses except as provided in Section 7.2(c)(i) or this Section 7.2(c)(ii). Any defined terms used, but not defined, in this Section 7.2(c) shall have the meanings assigned to those terms in the R&W Policy. (d) The PAC Indemnified Parties shall be entitled to indemnification pursuant to Section 7.2(a)(i) (other than in respect of Covered Claims) only if, and then only to the extent that, the aggregate Losses to all PAC Indemnified Parties (without duplication), with respect to all claims for indemnification pursuant to Section 7.2(a)(i) (other than in respect of Covered Claims) exceed $450,000 (the “Threshold”), whereupon the PAC Indemnified Parties will be entitled to recover in full all such 51% amounts in excess of the Threshold (subject to Section 7.2(f)) from the Seller or Sellers that have made the representations and warranties in respect of which such Losses have been incurred, it being understood that the Sellers’ obligations under this Section 7.2(d) shall be several and not joint; provided, that, notwithstanding the foregoing, Losses relating to breaches or inaccuracies of Fundamental Representations or any facts or circumstances that constitute actual fraud or intentional misrepresentation shall not be limited by the Threshold. (e) Notwithstanding anything to the contrary contained in this Section 7.2, the maximum amount of Losses that the PAC Indemnified Parties shall be entitled to recover pursuant to Section 7.2(a)(v) is the Specified Matters Holdback Amount and shall be recoverable exclusively from the XXXX Xxxxxxx. (f) Notwithstanding anything to the contrary contained in this Section 7.2, the maximum amount toof Losses that the PAC Indemnified Parties shall be entitled to recover, in the aggregate, $5 million from the Sellers pursuant to Section 7.2(a) (other than Section 7.2(a)(v)) and Section 7.2(c), which shall be recovered solely by being offset, dollar for dollar, against any subsequently payable Earnout Amount due to the applicable Seller or moreSellers, is the Indemnification Cap; provided, that for any Losses relating to any facts or circumstances that constitute actual fraud or intentional misrepresentation shall not be limited by, or count towards the purpose satisfaction of, such maximum amount. For purposes of computing this limitation on Sellers' indemnification obligationsSections 7.2(a), 7.2(b) and 7.2(c), the amount of Losses that the PAC Indemnified Parties shall be calculated without regard entitled to whether recover from the Sellers shall be determined net of any insurance or other recoveries actually received by the PAC Indemnified Parties from any third party (including any recoveries under the R&W Policy), less any costs incurred to recover such Losses involved a GTFM Material Adverse Effect. The limitation amounts. (g) Notwithstanding anything to the contrary contained in this Section 10.2(b7.2, (i) the XXXX Xxxxxxx shall not be applicable liable to the PAC Indemnified Parties for any Losses arising out relating to (A) any breach of a representation or resulting from warranty by the NMA Sellers or NMA or their respective Affiliates, (B) any action actual fraud or omission intentional misrepresentation by the NMA Sellers or NMA or their respective Affiliates, (C) any nonfulfillment or breach of any covenant or agreement on the part of NMA, the NMA Sellers or their respective Affiliates, (D) any actions taken by any NMA Seller or NMA or any of their respective Affiliates in connection with any of the Restructuring Transactions and any Liabilities associated therewith, or (E) any Tax Liabilities of NMA and its Affiliate that involved Subsidiaries; and (ii) the NMA Sellers shall not be liable to the PAC Indemnified Parties for any Losses relating to (A) any breach of a crimerepresentation or warranty by the XXXX Xxxxxxx or XXXX or their respective Affiliates, fraud(B) any actual fraud or intentional misrepresentation by the XXXX Xxxxxxx or XXXX or their respective Affiliates, willful misconduct (C) any nonfulfillment or gross negligencebreach of any covenant or agreement on the part of XXXX, the XXXX Xxxxxxx or their respective Affiliates, (D) any actions taken by any XXXX Seller or XXXX or any of their respective Affiliates in connection with any of the Restructuring Transactions and any Liabilities associated therewith, or (E) any Tax Liabilities of XXXX and its Subsidiaries.

Indemnification by Sellers. (a) Subject to the limitations contained in other provisions of this Article 10Section 6 (Indemnification), Sellersfollowing the Closing, the Sellers shall jointly and severallyseverally indemnify Purchaser and the Company, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiariesrespective Affiliates, and each of their respective officers, directors, employees, members, stockholders, agents agents, other representatives, successors and representatives permitted assigns ("KCS Indemnitees"each a “Purchaser Indemnified Party”) harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating theretoin respect of, and reasonable attorneys'hold them harmless against, accountants'any Damages suffered, experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, incurred or due to, sustained by any Purchaser Indemnified Party to the extent directly or indirectly, any of the followingindirectly caused by: (ai) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, in or breach of any representation or warranty made by the Company in Section 2 (Representations and Warranties regarding Grupo TFM the Company) of this Agreement; (ii) any breach or nonfulfillment by the Securityholders’ Representative of any of its Subsidiaries shall be limited covenants, obligations or agreements contained in this Agreement; (iii) any Pre-Closing Taxes; (iv) the Company’s failure in any Pre-Closing Tax Period to 51% qualify as an “S corporation” within the meaning of Losses Section 1361(a) of the Code (and then only comparable provisions of state and local income Tax Law; (v) any claims by (A) any current or former Seller or alleged current or former holder of any interest or security of the Company (including any Person alleged to hold Company Options), relating to or arising out of (x) this Agreement or the transactions, including the allocation, misallocation, miscalculation or inaccuracy of the Upfront Cash Consideration Amount, any Contingent Payments and/or Escrow Distributions amongst the Participating Securityholders, including as a result of any inaccuracy or error in the Closing Payment Schedule and/or a Contingent Payment Schedule, if applicable, except to the extent related to a breach of an obligation of the Purchaser of this Agreement or the Escrow Agreement, or (y) such 51% Person’s status or alleged status as an equity holder or ownership of Losses amount to, interests or securities in the aggregateCompany at any time at or prior to the Closing, $5 million whether for breach of fiduciary duty or more; providedotherwise, or (B) any Person to the effect that such Person is entitled to any interest or security or any payment in connection with the transactions contemplated by this Agreement other than as specifically provided for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Agreement; (vi) any claim by a current or former holder of Company Capital Stock, Company Convertible Securities or Company Option or any other Person, seeking to assert, or based upon: (A) ownership or rights to ownership of any shares of capital stock or other equity securities of the Company, including any claims for breaches of fiduciary duties owed to such Person in such capacity; or (B) any rights of a stockholder or other equity holder (other than in the case of clauses “(A)” and “(B)” claims based on the rights of any such Person to receive a portion of the payments contemplated to be made to such Person hereby as and to the extent set forth herein), including any option, preemptive rights or rights to notice or to vote; (vii) any inaccuracies or errors in or omissions from the Estimated Closing Statement, including errors in the calculations of the Closing Cash, the Closing Indebtedness, the Transaction Expenses, the Closing Working Capital, the Aggregate Exercise Amount or any of their respective constituent parts, to the extent not fully discharged at Closing or taken into account in the calculation of the Upfront Consideration Amount (as adjusted pursuant to Section 10.2(b1.6 (Post-Closing Adjustment to Upfront Consideration Amount)); (viii) shall not be applicable any claim, Liabilities or obligations with respect to any Losses rights to indemnification by the Company existing in favor of the directors and officers of the Company as of the date of this Agreement for their acts and omissions occurring prior to the Effective Time; and (ix) matters set forth in Schedule 6.1(a). (b) Subject to the other provisions of this Section 6 (Indemnification), following the Closing, each Seller, severally and not jointly, shall indemnify Purchaser and the other Purchaser Indemnified Parties in respect of, and hold them harmless against, any Damages suffered, incurred or sustained by any Purchaser Indemnified Party resulting from or arising out of of: (i) any inaccuracy in or resulting from any action or omission on the part breach of any representation or warranty made by such Seller in Section 4 (Representations and Warranties Regarding Sellers) of this Agreement; and (ii) any breach or nonfulfillment by such Seller of any of his, her or its Affiliate covenants, obligations or agreements contained in this Agreement. For the avoidance of doubt, the parties hereby expressly agree that involved a crime, fraud, willful misconduct Purchaser and the other Purchaser Indemnified Parties may (but are not obligated to) recover amounts under this Section 6.1(b) (Indemnification by Sellers) by recourse against the then remaining Indemnity Escrow Funds held in the Escrow Account and by offset against any Contingent Payment that is then due and payable or gross negligencefuture Contingent Payment (notwithstanding the fact that such recourse or offset will affect all Participating Securityholders and not just the breaching Seller).

Indemnification by Sellers. Subject (a) From and after the Closing and subject to the limitations contained in terms and conditions of this Article 10ARTICLE X, SellersSellers shall, jointly and severally, shall without duplication, defend, indemnify and hold KCSharmless Buyer and its Subsidiaries (including the Analytical Technologies Companies) and the Joint Ventures, their Affiliates and, if applicable, their respective directors, officers, employees, successors and assigns (collectively, the Surviving Company "Buyer Indemnified Parties") from and each against any and all amounts, Liabilities, losses, Actions, Investigations, causes of their Subsidiariesaction, judgments, Claims, obligations, awards, settlement payments, penalties, fines, interest, Third Party Cost Awards, reasonable costs and expenses (including reasonable attorneys' and accountants' fees and disbursements, and reasonable costs of investigation or defense of any of the same or in asserting or enforcing any of the rights arising under this ARTICLE X), or damages, whether or not involving a third party (individually, a "Damage" or collectively, the "Damages") arising or resulting from: (i) any Retained Liability; (ii) subject to Section 10.2(b), any breach by any Seller of any of its covenants or agreements, whether set forth in this Agreement, Sellers' Disclosure Schedule, any Ancillary Agreement (other than the Transition Services Agreement) or the Section 8.2(c) Certificate; (iii) subject to Section 7.27 and Section 10.2(b), any breach of any representation or warranty of Sellers (other than a Fundamental Representation), whether set forth in this Agreement, Sellers' Disclosure Schedule, any Ancillary Agreement (other than the Transition Services Agreement) or the Section 8.2(c) Certificate; provided that in each case, in determining the Damages resulting from such breach, any limitation or qualification as to "material," "materiality," or "Material Adverse Effect" or other similar limitation contained in such representation or warranty shall be disregarded; (iv) subject to Section 7.27 and Section 10.2(b), any breach of any of Sellers' Fundamental Representations (other than Section 5.10 to the extent of Taxes fully taken into account in determining the Final Adjustment Amounts), whether set forth in this Agreement, Sellers' Disclosure Schedule, any Ancillary Agreement (other than the Transition Services Agreement) or the Section 8.2(c) Certificate; provided that in each case, in determining the Damages resulting from such breach, any limitation or qualification as to "material," "materiality," or "Material Adverse Effect" or other similar limitation contained in such representation or warranty shall be disregarded; (v) the past, present or future ownership or use of the Excluded Assets or operation of the Excluded Businesses; (vi) any payments paid with respect to or in connection with any shareholders of Parent who have exercised their dissenting rights under applicable Law; (vii) any Transaction Litigation relating to actions against Parent, any of its Subsidiaries or any of their respective officers, directors, employees, members, stockholdersshareholders, agents and representatives or representatives; ("KCS Indemnitees"viii) harmless from and against all lossesany Claims or Actions (whether direct, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' derivative or otherwise and other fees and expenses than any Transaction Litigation) by (A) any current or former shareholder of Parent based upon any alleged breach of fiduciary duty, usurping corporate opportunity or similar breach of care, loyalty or comparable claims by any current or former officer, director, employee or shareholder of Parent or any of its Subsidiaries occurring prior to the Closing, whether or not in connection therewith) ("Losses") resulting from, arising out of, with this Agreement or due to, directly or indirectly, any of the following: (a) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers transactions contemplated pursuant to this AgreementAgreement and any costs of indemnification or contribution by Parent or such Subsidiary relating thereto or (B) any current or former officer, director, employee or shareholder of Parent or any of its Subsidiaries or the Joint Ventures for indemnification or contribution by Parent or such Subsidiary or Joint Venture with respect to acts or omissions occurring on or prior to the Closing; or (ix) compliance with, or any breach non-compliance with or nonfulfillment violation of any covenant the bulk sales Laws, bulk transfer Laws or agreement Section 6 of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, the Retail Sales Tax Act (Ontario) or any claims, causes of actions, rights asserted similar or demands made by corresponding provision under any third parties (including any Governmental Authority) arising from or relating to any other applicable Laws in each of the foregoing (it being agreed that for purposes of such right to indemnification, jurisdictions in which the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); andPurchased Assets are located. (b) Sellers' indemnification obligations Notwithstanding Section 10.2(a) above, from and after the Closing and subject to the terms and conditions of this ARTICLE X, Sellers shall only be obligated to, jointly and severally, defend, indemnify and hold harmless the Buyer Indemnified Parties for fifty percent (50%) of the amount of Damages under this Article 10 for any inaccuracy or misrepresentation inSection 10.2(a)(ii) through Section 10.2(a)(iv): (i) to the extent such Damages generally relate to the AB Joint Venture itself (including its business, Assets and Liabilities), or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses (ii) if and then only to the extent it is unclear (including as a result of a failure by Parent and Life Tech to promptly agree on such 51% in writing) whether the Damage is solely related to the matters set forth in clause (x) clause (y) or clause (z) of Losses amount tothe next sentence, in as applicable. Notwithstanding the aggregateforegoing, $5 million or more; provided, that for the purpose sake of computing this limitation on Sellers' indemnification obligationsclarity, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not apply to (x) Damages relating solely to the functions and services performed by, or acts or omissions of, Sellers with respect to the AB Joint Venture or Sellers' interest in the AB Joint Venture (for which Sellers shall be applicable obligated to provide 100% indemnification pursuant to Section 10.2(a) above) or (y) Damages relating solely to the functions and services performed by, or acts or omissions of, Life Tech or its Subsidiaries in the AB Joint Venture or Life Tech or its Subsidiaries' interest in the AB Joint Venture (for which Sellers have no indemnification obligations related thereto except to the extent set forth in the first sentence of this Section 10.2(b)), or (z) Damages relating to anything other than the AB Joint Venture. (c) The right to indemnification and all other remedies based on the breach by any Losses arising out Seller of any of its representations, warranties, covenants or obligations contained in or made pursuant to this Agreement shall not be affected by any investigation conducted by Buyer or any of its Affiliates, advisors, attorneys or other representatives with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or before or after the date the Closing occurs, with respect to the accuracy or inaccuracy or compliance with, any such representation, warranty, covenant or obligation, subject to the qualifications and limitations expressly set forth herein and in the Disclosure Schedules. It is agreed that Buyer, in entering into this Agreement, has bargained for the correctness of each representation, warranty, covenant and agreement of Sellers contained herein, subject to the qualifications and limitations expressly set forth herein and in the Disclosure Schedules. The waiver of any condition to the obligation of Buyer to consummate the transactions contemplated hereby, where such condition is based on the accuracy of any representation or warranty, or on the performance of or resulting from compliance with any action covenant or omission obligation, shall not affect the right to indemnification or other remedy based on such representation, warranty, covenant or obligation, subject to the part qualifications and limitations expressly set forth herein and in the Disclosure Schedules. (d) Except with respect to a breach of the representations and warranties contained in Section 5.10, nothing in this Section 10.2 shall be construed to impose Liabilities with respect to Taxes (including any Seller or its Affiliate Taxes that involved a crimeare Retained Liabilities and Assumed Liabilities), fraudand except as expressly provided in Section 7.6, willful misconduct or gross negligenceno provision of this Section 10.2 shall be interpreted as altering the rights and responsibilities of the parties under Section 7.6.

Indemnification by Sellers. Subject to the limitations contained in this Article 10conditions and provisions of Section 14.5, SellersSellers agree, jointly and severally, shall indemnify to indemnify, defend and hold KCS, the Surviving Company harmless Buyer and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless Avanitum US from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigationsexpenses, actionsincluding, suitsbut not limited to, proceedingsinterest, demands, assessments, judgments, orders, settlements and compromises relating thereto, penalties and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewithdisbursements, asserted against, imposed upon or incurred by Buyer and Avantium US, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Sellers ("Losses"whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) resulting fromnot expressly assumed by Buyer pursuant to Section 2.4, arising out of, relating to or due toresulting from the businesses of Sellers, directly or indirectly, any relating to or resulting from the Assets or the business and operations of the following: VirtualPlant Division during the period prior to the Closing Date; (ab) Any inaccuracy or any misrepresentation in, or breach of, any representation or warranty of the representations and warranties of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers made pursuant to this Agreement, Agreement or any breach other Seller Document; (c) any noncompliance by Sellers with any covenants, agreements or nonfulfillment of any covenant or agreement of any undertakings of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers made pursuant to this Agreement, Agreement or any claimsother Seller Document; (d) obligations to former GSE Systems employees due upon termination of employment with GSE Systems and its subsidiaries or otherwise in the nature of severance; (e) any matter giving rise to indemnity obligations by Seller under the UK Asset Purchase Agreement; and (f) any amounts due to Dr. Alan Wright and Ms. Bramfitt frxx Xxxxxxx xx any afxxxxxxx xx Xellers. In the event of any indemnification of Buyer and Avantium US pursuant to this Section14.2, causes Buyer and Avantium US shall be entitled, in addition to their rights and remedies at law or in equity, to deduct the amount of actions, rights asserted or demands such indemnification from any payment made by any third parties (including any Governmental Authority) arising from Buyer and Avantium US in connection with this Agreement or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligencetransactions contemplated hereby.

Indemnification by Sellers. (a) Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiaries (including GTFM and the GTFM Subsidiaries), and each of their respective officers, directors, alternate directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, or due to, directly or indirectly, any of the following: (ai) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 55 (excluding, to avoid duplication, those which are the subject of indemnification under Section 10.5), in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing foregoing; (it being agreed that for purposes ii) Any action (other than any actions relating to the arrangements with DeTeresa or which are the subject of such right to indemnificationthe Management Claims, the representations Acquisition Claims or the Authority Litigation) by or at the direction of any Person released pursuant to Section 7.15 hereof (except for Larry M. Lawrence and warranties made by Sellers shall be deemed not qualified by any references therein to materiality the officers and directors of KCS) or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation inthe Xxxxxxxxx Xxxxxxxxxx Agreement, or breach any Designated Person that (x) constituted a fraud or a criminal act equivalent to a felony under the Laws of any representation the jurisdiction where the act occurred (including the burden of proof required under such Laws) or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only (y) occurred during the period from April 20, 2003 to the extent such 51% date of this Agreement and required the approval of KCS under the terms of the Original Acquisition Agreement, which approval was not obtained and resulted in Losses amount to, to GTFM or any GTFM Subsidiary in the aggregate, excess of $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect1 million. The limitation in this Section 10.2(b) shall not be applicable to term "Designated Person" means any Losses arising out of or resulting from any action or omission person identified on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligence.Exhibit P.

Indemnification by Sellers. Subject to the limitations contained in this Article 10, Sellers, (a) Each Seller shall be obligated jointly and severallyseverally to indemnify, shall indemnify defend, and hold KCSharmless Buyer and Buyer’s parent, the Surviving Company and each of their Subsidiariessubsidiaries, affiliates, and each of their respective officers, directors, employees, membersagents, stockholderssuccessors, and assigns, (collectively and individually, the “Buyer Indemnified Parties”) agents against and representatives ("KCS Indemnitees") harmless from in respect of any and against all losses, damages, liabilities, claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, paymentsincluding interest, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating theretopenalties, and reasonable attorneys'’ fees (“Losses”), accountants'that the Buyer Indemnified Parties shall incur or suffer, experts' which arise, result from, or relate to any claim asserted against the Company accruing prior to the Closing Date, any breach of, or failure by the Sellers or the Company to perform any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Sellers or the Company under this Agreement for the time period provided in Section 6.3. Sellers shall be obligated jointly and other fees severally to indemnify, defend, and expenses in connection therewithhold harmless the Buyer Indemnified Parties from any Losses asserted against the Buyer Indemnified Parties based on the operations of the Company prior to Closing. (b) ("Losses") In the event any third party claim accruing prior to the Closing Date is asserted against the Company, or any Seller or the Company breaches any of his, her, or it representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against any Seller within the survival period, then each Seller shall be obligated jointly and severally to indemnify the Buyer Indemnified Parties from and against the entirety of any adverse consequences the Buyer Indemnified Parties may suffer resulting from, arising out of, or due relating to, directly or indirectly, any of in the following: (a) Any inaccuracy or misrepresentation innature of, or breach caused by the breach; provided, however, that (A) Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any adverse consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of Sellers contained in Article 5II above until the Buyer Indemnified Parties have suffered adverse consequences by reason of all such breaches in excess of a $35,000 aggregate deductible and (B) there will be a $3,000,000 aggregate ceiling on the obligation of Sellers to indemnify the Buyer Indemnified Parties from and against adverse consequences resulting from, arising out of, relating to, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreementthe nature of, or any breach or nonfulfillment caused by breaches of any covenant or agreement of any the representations and warranties of Sellers contained in this Agreement, in Article II above. In the event any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant third party claim accruing prior to this Agreementthe Closing Date is asserted against the Company, or any claims, causes of actions, rights asserted Seller or demands made by any third parties (including any Governmental Authority) arising from or relating to the Company breaches any of the foregoing (it being agreed that for purposes his, her, or its covenants, or any of such right to indemnificationhis, the her, or its representations and warranties made by Sellers other than those in Article II, and provided that Buyer makes a written claim for indemnification against such Seller within the survival period, then such Seller shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach indemnify the Buyer Indemnified Parties from and against the entirety of any representation or warranty regarding Grupo TFM or its Subsidiaries adverse consequences the Buyer Indemnified Parties shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount suffer resulting from, arising out of, relating to, in the aggregatenature of, $5 million or more; providedcaused by the breach. (c) Sellers shall have the right to control the defense of any matter for which indemnity is sought under this Section 6.1 with counsel reasonably satisfactory to Buyer, except to the extent that for any such matter involves any potential conflict of interest or regulatory issues that could adversely affect any of the purpose of computing this limitation on Company’s regulatory approvals, in which case Buyer, at Sellers' indemnification obligations’ expense, Losses shall be calculated entitled to control the defense of such matter, Sellers shall be provided timely notice of all developments and shall be entitled to provide input to Buyer, and no settlement requiring a monetary payment shall be executed without regard prior notice to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) Sellers and his or her consent, which shall not be applicable to any Losses arising out of or resulting from any action or omission on the part of any Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligenceunreasonably withheld.

Indemnification by Sellers. Subject (a) If the Closing occurs, and subject to the limitations set forth in this Article 9, the Sellers (on a several basis and as set forth on Schedule 9.2) shall indemnify and hold harmless the Buyer and its Affiliates (collectively, the "Indemnitees") from and against and in respect of any and all loss, damage, diminution in value, liability, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, the "Indemnified Losses"), suffered or incurred by any one or more of the Indemnitees by reason of, or arising out of: (i) any misrepresentation or breach of representation or warranty of the Corporation contained in this Article 10Agreement, Sellersthe Corporation Disclosure Schedule, jointly or any certificate, instrument, agreement or other writing delivered by or on behalf of the Corporation pursuant to this Agreement or in connection with the transactions contemplated herein, or the breach of any covenant or agreement of the Corporation contained in this Agreement, the Corporation Disclosure Schedule, or any certificate, instrument, agreement or other writing delivered to the Buyer by or on behalf of the Corporation pursuant to this Agreement or in connection with the transactions contemplated herein; (ii) any claim by any holder of options or warrants to purchase securities of the Corporation that such instruments were not either canceled as of the Closing Date or cancellable within 90 days of the Closing without any consideration payable by the Corporation; and (iii) any and all actions, orders, assessments, fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. Under no circumstances shall any member of the Committee be obligated individually to indemnify or hold harmless the Buyer or any of its Affiliates. (b) Each Seller, individually and severally, shall indemnify and hold KCS, harmless the Surviving Company and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless Indemnitees from and against all lossesany Indemnified Losses caused by a breach of that Seller's representations, damageswarranties or agreements set forth in this Agreement. For avoidance of doubt, liabilitiesno Seller shall have responsibility for a breach by any other Seller. (c) Subject to the rights of the Buyer under Section 9.2, the Sellers shall reimburse Indemnitees on demand for any Indemnified Losses suffered by the Indemnitees, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses demands or actions in respect of any nature whatsoever Indemnified Losses. The Sellers shall have the opportunity to defend at their expense any claim, action or demand for which the Indemnitees claim indemnity against the Sellers, provided that: (including i) the costs defense is conducted by reputable counsel approved by the Indemnitees, which approval shall not be unreasonably withheld or delayed; (ii) the defense is expressly assumed in writing within 10 days after written notice of the claim, action or demand is given to the Sellers; and expenses (iii) counsel for the Indemnitees may participate at all times and in all proceedings (formal and informal) relating to the defense, compromise and settlement of the claim, action or demand at the expense of the Indemnitees. (d) No claim shall be brought by any Indemnitee under this Article 9 for Indemnified Losses, and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating none of them shall be entitled to receive any payment with respect thereto, unless and reasonable attorneys'until the aggregate amount of such claim(s) equals or exceeds $500,000, accountants'and the Indemnitees will only be entitled to reimbursement hereunder for Indemnified Losses in excess of such $500,000 amount; provided, experts' and other fees and expenses in connection therewith) ("Losses") resulting from, that any Indemnified Losses arising out of, or due to, directly or indirectly, any from breaches of the following: representations set forth in Sections 4.1, 4.2, 4.3 and 4.4 or pursuant to subsection (aa)(ii) Any inaccuracy above shall be reimbursed from the first dollar of loss. Anything to the contrary notwithstanding, (i) each Seller will be liable to the Indemnitees for the pro rata portion of such Indemnified Losses in accordance with the percentages set forth opposite that Seller's name on Schedule 9.2; (ii) no Seller shall be liable to the Indemnitees for Indemnified Losses in excess of the percentages set forth opposite that Seller's name on Schedule 9.2; (iii) the Sellers shall not be liable to the Indemnitees under this Article 9 to reimburse Indemnified Losses, if any, in excess of the aggregate amount of $2,000,000 (which equals a $2,500,000 maximum after taking into account the aforementioned $500,000 deductible); provided, however, that such limitation shall not apply to any loss suffered by the Indemnitees attributable to fraudulent misrepresentations or misrepresentation into breaches of the representations set forth in Section 4.1, 4.2, 4.3 and 4.4 or pursuant to subsection (a)(ii) above; and (iv) no Seller shall be liable with respect to the breach of, of any representation or warranty of Sellers any other Seller, as opposed to a breach a representation or warranty of the Corporation. (e) The Corporation shall not have any liability, obligation or indebtedness to any Seller as a result of any misrepresentation or breach of representation or warranty by the Corporation or any Seller contained in Article 5this Agreement, in the Corporation Disclosure Schedule, the Seller Disclosure Schedule or any schedule certificate, instrument, agreement or exhibit delivered hereunder by any of Sellers or in any certificates other writing delivered by or on behalf of any of Sellers Seller or the Corporation pursuant to this Agreement, or any in connection with the transactions contemplated herein, or the breach or nonfulfillment of any covenant or agreement of any of Sellers Seller or the Corporation contained in this Agreement, in any schedule the Corporation Disclosure Schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreementthe Seller Disclosure Schedule, or any claimscertificate, causes of actionsinstrument, rights asserted agreement or demands made other writing by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of or resulting from any action or omission on the part behalf of any Seller or its Affiliate that involved the Corporation pursuant to the provisions of this Agreement or in connection with the transactions contemplated herein, and no Seller shall have any right of indemnification or contribution against the Buyer on account of any event or condition occurring or existing before or on the date hereof. (f) The representations and warranties of each Seller and the Corporation contained in this Agreement, the Corporation Disclosure Schedule, the Seller Disclosure Schedule or in any certificate, instrument, agreement or other writing delivered by or on behalf of any Seller or the Corporation pursuant to this Agreement or in connection with the transactions contemplated herein shall survive any investigation heretofore or hereafter made by or on behalf of the Buyer and the consummation of the transactions contemplated herein, and all such representations and warranties shall be of no further force and effect after fifteen (15) months from the date of the Closing, except for matters set forth in Sections 3.18, 4.1, 4.2, 4.3 and 4.4, for which the Survival Period shall extend until the expiration of the applicable statutory limitations period, and for matters set forth in Sections 3.14 for which the Survival Period shall extend for three (3) years from the date of Closing ("Survival Period"). Anything to the contrary notwithstanding, a crimeclaim for indemnification which is made but not resolved prior to the expiration of the Survival Period may be pursued and resolved after such expiration. (g) Except as provided in this Article 9, fraudthe Sellers shall have no monetary liability for breaches of any of the representations, willful misconduct warranties or gross negligencecovenants contained in this Agreement after the Closing.

Indemnification by Sellers. Subject Sellers jointly and severally agree, subsequent to the limitations contained in this Article 10Closing Date, Sellers, jointly and severally, shall to indemnify and hold KCSharmless the Purchaser, its affiliates, its subsidiaries (including the Surviving Company after the Closing) and each of their Subsidiaries, and each all of their respective officers, directors, employees, membersagents, stockholderssuccessors and assigns (individually, agents a "PURCHASER INDEMNIFIED PARTY" and representatives (collectively, the "KCS IndemniteesPURCHASER INDEMNIFIED PARTIES") harmless from and against and in respect of all losses, damagesclaims, causes of action, liabilities, claims, demands, obligations, damages, Taxes, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, orders, judgments, ordersfines, settlements and compromises relating theretopenalties, and reasonable attorneys', accountants', experts' and other fees costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in connection therewithinvestigation, defense and settlement of the foregoing) (subject to the provisions of Section 8.8, a "LossesLOSS" or "LOSSES") resulting fromsustained, suffered or incurred by or made against any Purchaser Indemnified Party arising out of, based upon or due to, directly or indirectly, any of the followingin connection with: (a) Any inaccuracy conditions, circumstances or misrepresentation in, occurrences which constitute or breach of, any representation or warranty of Sellers contained in Article 5, result in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to made by Sellers and/or the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation Company in this Section 10.2(b) shall not be applicable to Agreement or in any Losses certificate, agreement, document or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of or resulting from an inaccuracy in any such representations or warranties; (b) any breach of any covenant or agreement made by Sellers and/or the Company in this Agreement or in any certificate, agreement, document or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or omission on proceeding asserted or instituted arising out of or resulting from the part breach of any Seller such covenant or agreement; (c) liabilities relating to amounts due in connections with any Employee Benefit Plan under which the Company may incur liability for Pre-Closing Periods; (d) any and all Taxes imposed on or with respect to or otherwise attributable to the Company with respect to periods, or portions thereof, including but not limited to Taxes allocated to the Company pursuant to any tax allocation agreement between the Company and any other person, ending on or before the Closing Date ("PRE-CLOSING PERIODS"); (e) any and all liabilities or obligations of any kind or nature of the Company, known or unknown, accrued, contingent or otherwise, to the extent they relate to or to the extent they result from conditions or circumstances arising or events occurring before the Closing, but excluding in any event (i) any liabilities or obligations relating to the Third Party Fronting Arrangements or the GAINSCO Fronting Arrangement (which for the latter is covered by the GAIC Reinsurance Agreement and Section 8.2(g) hereof), and (ii) the portion of any Loss that is caused by the wrongful or negligent actions or inactions of any of the Purchaser Indemnified Parties taken after the Closing Date; (f) any and all insurance claims, liabilities and obligations of the Company, if any, that are not reinsured pursuant to the GAIC Reinsurance Agreement or the Third Party Fronting Arrangements; and (g) any and all insurance claims, liabilities and obligations of GAIC under the GAIC Reinsurance Agreement, in the event (i) GAIC fails to timely perform its Affiliate obligations, covenants and agreements as required under the terms of the GAIC Reinsurance Agreement, or (ii) a court of competent jurisdiction or Governmental Entity shall have declared or found GAIC to be insolvent, or places GAIC in supervision, conservation, rehabilitation or liquidation; provided, however, with respect to the event described in (g)(i) above, if the parties to the GAIC Reinsurance Agreement have a disagreement with respect to any amount that involved is owed by GAIC to the Company thereunder and such dispute is subject to the arbitration provisions of the GAIC Reinsurance Agreement, Sellers shall not be required to satisfy their indemnification obligations set forth above under (g)(i) until the decision in the arbitration proceeding has become final and GAIC has had a crimereasonable period of time (not to exceed seven (7) business days) to pay any amount owed to the Company pursuant thereto. Provided, fraudhowever, willful misconduct that Sellers' obligations to indemnify, defend and hold harmless as provided in Sections 8.2(a) through (e) (but excluding (f) and (g))shall not apply until the cumulative amount of all Losses to Purchaser Indemnified Parties exceeds $50,000.00, whereupon Sellers shall be responsible for the full amount of all Losses including the first $50,000.00; and provided, further, that the amount of any Losses for which indemnification is sought shall be net of any amount actually recovered with respect thereto by the Purchaser Indemnified Party or gross negligenceParties under insurance policies and that the Purchaser Indemnified Party or Parties shall have attempted in good faith to recover any Losses that are so insured.

Indemnification by Sellers. Subject In the event of a registration of any of the Registrable Securities under the 1933 Act or Canadian Securities Laws pursuant to the limitations contained in this Article 102 or Article 3, Sellerseach seller of such Registrable Securities thereunder, jointly individually and severallynot severally or jointly, shall will indemnify and hold KCSharmless the Corporation, each person, if any, who controls the Surviving Company Corporation within the meaning of the 1933 Act or the Exchange Act, each director and officer of the Corporation, each underwriter and each person, if any, who controls any underwriter within the meaning of their Subsidiaries, the 1933 Act or the Exchange Act and each other seller of their respective officers, directors, employeesRegistrable Securities thereunder and its partners, members, stockholders, beneficiaries, trustees, officers and directors, and agents and representatives ("KCS Indemnitees") harmless from each signatory of the Registration Statement on behalf of such seller and each other person, if any, who controls such seller within the meaning of the 1933 Act or the Exchange Act against all losses, damagesclaims, damages or liabilities, joint or several, to which the Corporation or such trustee, beneficiary, officer, director, underwriter or controlling person, or other seller or officer, trustee, beneficiary or director of such other seller, may become subject under the 1933 Act, the Exchange Act, state securities or "blue sky" laws, rules and regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, Canadian Securities Laws or otherwise, insofar as such losses, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any nature whatsoever material fact contained in the Registration Statement (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewithProspectus comprised therein) ("Losses") resulting from, arising out of, or due to, directly Canadian Prospectus under which such Registrable Securities were registered under the 1933 Act or indirectlyCanadian Securities Laws pursuant to Article 2 or Article 3, any of the following: (a) Any inaccuracy preliminary Prospectus or misrepresentation in, or breach of, any representation or warranty of Sellers final Prospectus contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreementtherein, or any breach amendment or nonfulfillment supplement thereof, or arise out of any covenant or agreement of any of Sellers contained in this Agreementare based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in any schedule or exhibit delivered hereunder by any light of Sellers or the circumstances in any certificates delivered by any of Sellers pursuant to this Agreementwhich they were made, not misleading, or any claims, causes of actions, rights asserted violation or demands made alleged violation by any third parties (including any Governmental Authority) arising from or relating to any the seller of the foregoing (it being agreed that for purposes of such right to indemnification1933 Act, the representations Exchange Act, any applicable state securities or "blue sky" laws, any rules and warranties made by Sellers shall be deemed not qualified by regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, or any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and (b) Sellers' indemnification obligations under this Article 10 Canadian Securities Laws and will reimburse the Corporation and each such trustee, beneficiary, officer, director, underwriter and controlling person, and each other seller of Registrable Securities thereunder and its partners, members, stockholders, beneficiaries, trustees, officers and directors, for any inaccuracy legal or misrepresentation inother expenses reasonably incurred by them in connection with investigating or defending any such actual or potential loss, claim, damage, liability or breach of action; provided, however, that such seller will be liable hereunder in any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses such case if and then only to the extent that any such 51% of Losses amount toloss, in the aggregateclaim, $5 million damage, liability or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising action arises out of or resulting from any action is based upon (i) an untrue statement or alleged untrue statement or omission on or alleged omission made in reliance upon and in conformity with information pertaining to such seller, furnished in writing to the part Corporation by such seller specifically for use in such Registration Statement (including the Prospectus comprised therein) or Canadian Prospectus (preliminary or final), or any amendment or supplement thereof, or (ii) such seller's failure to deliver to its immediate purchaser a copy of the Registration Statement, Prospectus or Canadian Prospectus, or any amendments or supplements thereto (if required by applicable law to be so delivered) after the Corporation has furnished such seller with a sufficient number of copies of the same; provided further, that such liability shall not in any event exceed the proceeds from the offering (net of any Seller underwriting discounts or its Affiliate that involved a crime, fraud, willful misconduct or gross negligencecommissions) received by such seller from the sale of Registrable Securities covered by such Registration Statement and/or Canadian Prospectus.

Indemnification by Sellers. Subject always to the limitations contained in this Article 10Sections 9.2 and 9.3, Sellerseach Indemnifying Seller, jointly and severally, but not jointly, in proportion to such Indemnifying Seller’s Pro Rata share of the Indemnified Losses (as defined below), and the Company shall indemnify and hold KCSthe Purchaser, the Surviving Company Company, the Subsidiary and each of their Subsidiaries, and each of their respective directors, officers, directors, employees, membersAffiliates, stockholdersagents, agents successors and representatives assigns ("KCS Indemnitees"collectively, the “Purchaser Affiliates”) harmless from and against any and all lossesnotices, damagesactions, liabilitiescauses of action, suits, proceedings, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, ordersdamages, settlements losses, costs, penalties and compromises relating theretoexpenses, and including reasonable attorneys', accountants', experts' ’ and other professionals’ fees and expenses in connection therewith) disbursements ("collectively, “Indemnified Losses"”) resulting from, arising out of, or due to, directly or indirectly, any of the following: (a1) Any inaccuracy or misrepresentation in, or breach of, the failure of any representation or warranty of the Indemnifying Sellers or the Company set forth in Section 4 hereof, other than representations and warranties contained in Article 5Section 4.10, or any representation or warranty contained in any schedule certificate delivered by or exhibit delivered hereunder by any on behalf of the Sellers or in any certificates delivered by any of Sellers the Company pursuant to this Agreement, or to be true and correct as of the date made; (2) the failure prior to the Closing Date of the Company to file on a timely basis any required Form 5500 Annual Return/Reports of any Employee Benefit Plan that was required to be filed by the Company prior to the Closing Date for any Employee Benefit Plan that is a welfare benefit plan under Section 3(1) of ERISA and the regulations thereunder, including any penalties that may be imposed upon the Company for late filings of such Form 5500 Annual Returns/Reports permitted under the U.S. Department of Labor Delinquent Filer Voluntary Compliance (DFVC) Program; (3) the breach or nonfulfillment of any covenant or other agreement on the part of the Sellers under this Agreement or any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of other agreement entered into between the Company and the Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes beneficiaries of such right to indemnification, the representations and warranties made trusts comprising the Sellers in connection with the closing of the transactions contemplated by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect)this Agreement; and (b4) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach (i) the failure of any representation or warranty regarding Grupo TFM made by the Indemnifying Sellers or its Subsidiaries shall the Company in Section 4.10 hereof to be limited true and correct; and (ii) any Taxes payable by the Company or the Subsidiary for any Tax period (or portion thereof) ending prior to 51% of Losses and then only or on the Closing Date (if a Section 338(h)(10) Election is made) or the day prior to the Closing Date (if no Section 338(h)(10) Election is made) to the extent such 51% Taxes are not taken into account as a current liability for purposes of Losses determining Net Working Capital (other than the amount toof Taxes payable by the Company pursuant to Section 1374 of the Code if a Section 338(h)(10) Election is made). For this purpose, in the aggregatecase of a Tax period that begins before and ends after the Closing Date, $5 million or more; provided, that for the purpose amount of computing this limitation on Sellers' indemnification obligations, Losses Taxes attributable to the period prior to the Closing Date shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation determined (A) in this Section 10.2(b) shall not be applicable to the case of any Losses arising out Taxes based on or measured by income or receipts, by closing the books of or resulting from any action or omission the Company and the Subsidiary as of the close of business on the part Closing Date (if a Section 338(h)(10) Election is made) or the day prior to the Closing Date (if no Section 338(h)(10) Election is made) and (B) in the case of any Seller all other Taxes, by multiplying such Taxes by a fraction the numerator of which is the number of days from the beginning of such Tax period through the close of business on the Closing Date (if a Section 338(h)(10) Election is made) or its Affiliate that involved a crime, fraud, willful misconduct or gross negligencethe day prior to the Closing Date (if no Section 338(h)(10) Election is made) and the denominator of which is the total number of days in such Tax period.

Indemnification by Sellers. (a) Subject to the terms and limitations contained set forth in this Article 10IX, Sellers, jointly and each Seller shall severally, shall in accordance with his/its Indemnification Pro Rata Portion, indemnify and hold KCS, harmless the Surviving Company Buyer and each the Companies (as wholly-owned subsidiaries of Buyer) and their Subsidiaries, and each of their respective officersstockholders, directors, officers, employees, members, stockholdersattorneys, agents and representatives Affiliates (collectively, the "KCS IndemniteesBuyer Indemnified Parties") harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses in respect of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, Losses arising out of, or due relating to, directly or indirectly, resulting from any of the following: (ai) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by the Sellers shall be deemed and the Companies in Article III (excluding, in any event, those representations and warranties made by the Sellers, and not qualified by any references therein to materiality or whether or not the Companies, contained in Section 3.31), (ii) any breach could result of the covenants or could reasonably be expected agreements made by the Companies in or pursuant to result this Agreement (for the avoidance of doubt, in a GTFM Material Adverse Effectthis Section the terms "covenants" and "agreements" specifically exclude any representation or warranty under Article III); and, or (iii) any inaccuracy in any certificate, instrument or other document delivered by the Companies as required by this Agreement. (b) Sellers' indemnification obligations under Subject to the terms and limitations set forth in this Article 10 for IX, each Seller shall severally, in accordance with his/its Indemnification Pro Rata Portion, indemnify and hold harmless the Buyer Indemnified Parties from and against and in respect of any inaccuracy and all Losses arising out of, relating to or misrepresentation in, or resulting from (i) any breach of any representation of the representations and warranties made by such Seller in Section 3.31 hereof, (ii) any breach or warranty regarding Grupo TFM violation by such Seller of the covenants or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation agreements made in this Section 10.2(bAgreement by such Seller, or (iii) shall not be applicable to any Losses arising out of inaccuracy in any certificate, instrument or resulting from any action or omission on the part of any other document delivered by such Seller or its Affiliate that involved a crime, fraud, willful misconduct or gross negligenceas required by this Agreement.