Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, Each Seller jointly and severallyseverally (but not Harcke), indemnify, defend, protect shall indemnify and hold harmless the Purchaser Buyer and its successors and assigns and their respective shareholders, employees, officers, shareholders, directors, divisionsmembers, subdivisionsrepresentatives, affiliates, subsidiaries, parent, agents, employees, successors Affiliates and assigns agents from and against any and all damages, losses, obligations, liabilities, claims, damagesencumbrances, penalties, costs and expenses, including reasonable attorneys' fees (and costs and reasonable attorneys' fees in respect of any suit to enforce this provision) (each a "CLAIM"), arising from or relating to (a) any misrepresentation in or breach of any representation or warranty made by Sellers or Harcke in this Agreement or any Related Agreement; (b) nonfulfillment of any of the covenants or agreements of Sellers or Harcke in this Agreement or any Related Agreement; (c) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of Sellers or relating to the Acquired Assets or the operation of the Business arising out of transactions entered into or events occurring prior to the Closing, including any successor liability or responsible officer liability asserted against Buyer for Taxes or otherwise relating to events occurring prior to the Closing; (d) any liability, obligation or commitment under any of the Assigned Contracts which Sellers performed or were obligated to perform prior to the Closing; (e) any investigation, civil, criminal or administrative action, notice or demand letter, notice of violation, or other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, or the use of underground storage tanks, aboveground storage tanks, vaults, process tanks, other containment and associated piping and transformers by Sellers to the extent such contamination, storage, treatment, release, transportation, disposal or use occurred relating to any time on or before the Closing Date; (f) any investigation, civil, criminal or administrative action with respect to Branford's Benefit Obligations or the Branford's Plans; (g) any COBRA obligation of Sellers arising from any qualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Closing Date; (h) any damage to property or injury to Persons resulting from the presence of Excluded Assets on the Real Property past the Closing Date, or in connection with the removal of such Excluded Assets from the Real Property; and (h) any and all actions, suits, investigations, proceedings, demands, assessments, adjustmentsaudits and judgments arising out of any of the foregoing. In addition, penaltieseach Seller shall jointly and severally indemnify and hold Buyer harmless from and against any loss, costs and expenses whatsoever claim, expense, damage or liability (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) whether equitable to which Buyer and/or the Acquired Assets may become subject insofar as such loss, claim, damage or legal, matured liability (or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising actions in respect thereof) arises out of occurrences prior to, at, or after the date of this Agreement, from (a) any is based upon a breach or alleged breach of, misrepresentation inor failure to comply with any provision of, untruth in or inaccuracy in the representations and warranties by the Sellersto give any notice or make any filing pursuant to, set forth any bulk sales Law or similar Law of any state or other jurisdiction, whether or not Sellers or Buyer attempt to comply with such bulk sales Law. Nothing in this Agreement SECTION 13.02 shall estop or in the Schedules attached prevent either Sellers or Buyer from asserting as a bar or defense to this Agreement any action or in the Collateral Documents; (b) nonfulfillment or nonperformance of proceeding brought under any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership state bulk sales Law that such Law is not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior applicable to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of transactions contemplated by this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurredAgreement.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSellers, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser shall indemnify Buyer and its Affiliates (including the Company after the Closing), stockholders, officers, shareholders, directors, divisionsmanagers, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeespartners, representatives, successors and assigns from (collectively, the “Buyer Parties”) and save and hold each of them harmless to the full extent authorized or permitted under Applicable Laws, as now or hereafter in effect, against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdemand, suitsclaim, proceedingsaction, demandscause of action, assessmentsinvestigation, adjustmentsinquiry, arbitration, litigation, proceeding, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' ’ fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, the “Losses”), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, from incidental to or by virtue of: (ai) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth Company or Sellers of any representation or warranty made by the Company or Sellers in this Agreement or in any of the Schedules or Exhibit attached hereto, or in any of the certificates or other instruments or documents furnished by the Company or Sellers pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Company or Sellers under this Agreement or in any of the Collateral DocumentsSchedules and Exhibit attached hereto; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (ciii) any liability, claim, cost, expense and all Taxes of the Company with respect to any Tax year or obligation whether legal portion thereof ending on or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on before the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) 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 Regional not reflected all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to One Hundred Thousand U.S. Dollars ($100,000) (the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior “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 close of business on the Closing DateSeller Fundamental Sections), and (z) any Liability shall in no event exceed 75% of the Shareholders, whether arising out of occurrences prior to, at, or after Cash Purchase Price (the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a“Cap”), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, Each Seller shall jointly and severally, indemnify, defend, protect and hold harmless the Purchaser severally indemnify Buyer and its Affiliates, stockholders, officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeespartners, representatives, successors and assigns from (collectively, the "BUYER PARTIES") and save and hold each of them harmless against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdemand, suitsclaim, proceedingsaction, demandscause of action, assessmentscost, adjustmentsdamage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, from incidental to or by virtue of: (ai) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or in any of the Schedules or Exhibits attached hereto, or in any of the certificates furnished by the Companies or the Sellers at Closing pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or in any of the Collateral DocumentsSchedules and Exhibits attached hereto; (biii) nonfulfillment any action, demand, proceeding, investigation or nonperformance claim by any Person against or affecting the Companies or any Buyer Party which relates to a breach of any agreementof the representations, covenant warranties, covenants or condition agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the part Closing Date as determined in accordance with Section 8.11; (v) any obligation of Sellers made the Companies at any time to pay any sale, stay or other change in control payment or bonus to any Person as a result of the consummation of the transactions contemplated by this Agreement, including without limitation, any obligation to pay any sale, stay or other change in control payment or bonus to any employees of the Companies pursuant to the Sale of the Company Agreement (other than the Closing Bonuses); (vi) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Collateral Documents Companies or their Affiliates are a party or are otherwise bound, and to be performed by Sellers before for which a claim is filed or otherwise brought within two and one-half years after the Closing Date; (cvii) any liability, claim, cost, expense of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent (viii) 49% of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected accounts receivable set forth on the Closing Balance Sheet that remains uncollected on the first anniversary of the Closing Date Statement(it being understood that after the Buyer Parties receive indemnification payments with respect to such receivables, Buyer shall assign or cause to be assigned such receivables to the Sellers and the Sellers covenant to return to the Companies 51% of any collections on such receivables); PROVIDED THAT Sellers shall not have any liability under clause (i) or clause (iii) above (except with respect to breaches of covenants and agreements) and (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses) unless the aggregate of all Losses relating thereto for obligations which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall only be liable for all such Losses in excess of the Deductible); and PROVIDED FURTHER that Sellers' aggregate liability under contracts, clause (i) and clause (iii) above (except with respect to breaches of covenants and agreements and documents assumed other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in no event exceed $12,250,000 (the "CAP")(with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). The Cap with respect to breaches by the Purchaser at Companies or any Seller of any representation or warranty in SECTION 5.16 (Environmental and Safety Matters) (other than with respect to those matters set forth on the Indemnification Schedule) shall decrease to $8,166,667 on the first anniversary of the Closing which first mature Date and accrue after decrease to $4,083,333 on the close second anniversary of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless the Purchaser Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentparents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellersSeller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers Seller before the Closing Date; provided, however, that such nonfulfillment or after nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (cd) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of any nature (federal, state or local "Liabilitiesanti-trust" or ") of (x) Xxx Binracketeering" or "unfair competition law", Allegroincluding, Madison without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements Racketeer Influenced and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSellers, jointly and severally, indemnify, defend, protect hereby indemnify and agree to defend and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns Buyer from and against any and all claimslosses, obligations, deficiencies, liabilities, claims (whether actual or threatened), damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specificallyincluding, but without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable attorneys' legal fees and other expenses incurred in connection with the investigation, prosecution or defense of investigation) whether equitable any matter indemnified pursuant hereto or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date enforcement of this Agreement) (“Losses”) which Buyer or any of its respective Affiliates (collectively, with the Buyer, the “Buyer Indemnified Parties” and each, individually, a “Buyer Indemnified Party”) may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection with (a) any breach of, misrepresentation in, untruth of a fact contained in or inaccuracy in the representations and warranties by the Sellers, set forth any representation of any Seller contained in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; Agreement, (b) nonfulfillment or nonperformance the breach by any Seller of any agreement, warranty or covenant or condition on the part made by any of Sellers made them in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; Agreement, (c) (i) any liabilityunpaid federal, claimstate, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent local and foreign Taxes of the Business for any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or Pre-Closing Tax Periods and the Partnership portion through the Closing Date for any Tax period which does not reflected end on the Closing Date Statementand (ii) any Liability or obligation for the unpaid Taxes of the Business including under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, except for obligations local or foreign Tax Law) as a transferee or successor, by contract or otherwise, (d) any liability or obligation of any of Sellers arising out of or relating to any of the Excluded Liabilities, including without limitation, any amounts which may be due under contractsthe Kaiser Employment Agreement and any other agreement with Xxxxxx X. Xxxxxx, agreements (e) any Losses incurred as a result of Sellers’ waiver or noncompliance with the bulks sales laws, and documents assumed (f) any claims, charges, suits or legal proceedings against Buyer or its Affiliates by the Purchaser at the Closing which first mature and accrue after the close or on behalf of business any employee as a result of (i) illegal or unlawful misconduct on or before the Closing Date, (y) any liability of Regional not reflected including without limitation, the proceedings disclosed on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior schedules annexed to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (dii) any claim by a third party thatretention agreement or retention memoranda agreed to with, if trueor issued in favor of, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurredany employee.

Indemnification by Sellers. The Sellers each agree that they -------------------------- they will each, jointly and severally, each indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns assigns, as applicable, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liabilitythe imposition upon, claim, cost, expense claim against or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed payment by the Purchaser at of any liability or obligation of the Closing which first mature Company other than the Assumed Liabilities; (d) violation of the requirements of any governmental authority relating to the reporting and accrue after payment of federal, state, local or other income, sales, use, franchise, excise, payroll or property tax liabilities of the close of business on Company arising or accrued prior to the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, ; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, jointly and severallyseverally shall -------------------------- indemnify Buyer, indemnifythe Crown Communications Business, defendCAC I, protect CAC II, Network and Mobile and each of their respective Affiliates and each of their respective Representatives against and hold them harmless the Purchaser and its officersfrom any loss, shareholdersliability, directorsclaim, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever damage or expense (including specifically, but without limitation, reasonable attorneys' legal fees and expenses expenses) (collectively, the "Buyer's Damages") suffered or incurred by any such indemnified party (other --------------- than any relating to Taxes, for which indemnification provisions are set forth in Section 13.4) arising from, relating to or otherwise in respect of investigation(i) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out any breach of occurrences prior to, at, or after the date any pre-closing covenant of Sellers contained in this Agreement, (ii) all Excluded Liabilities other than liabilities and obligations arising under or related to Excluded Leases and Excluded Contracts, and (iii) all obligations and liabilities of Network and Mobile of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than any such liabilities or obligations disclosed in Section 5.10 (b); provided, however, -------- ------- that Sellers shall not have any liability under clause (i) above unless the Buyer's Damages shall have resulted from an intentional breach or fraud on the part of any of the Crown Parties. Each of Buyer, CAC I, CAC II, Network and Mobile acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (aother than matters related to the Shareholder Agreement and other than post-Closing covenants) any breach and the Crown Communications Business (other than claims of, misrepresentation inor causes of action arising from, untruth in or inaccuracy in fraud) shall be pursuant to the representations and warranties by the Sellers, indemnification provisions set forth in this Agreement or in Article 12. In furtherance of the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance foregoing, each of any agreementBuyer, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents CAC I, CAC II, Network and to be performed by Sellers before or Mobile hereby waives, from and after the Closing Date; Closing, any and all rights, claims and causes of action (cother than claims of, or causes of action arising from, fraud) it may have against Sellers and their respective Affiliates arising under or based upon any liabilityfederal, claimstate, costlocal or foreign statute, expense law, ordinance, rule or obligation whether legal regulation or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature otherwise ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior pursuant to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification provisions set forth in subsections (athis Article 12), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Notwithstanding any term in this Agreement to the contrary, and subject to the limitation provided in the introductory language to Article III and Section 7.4, Sellers each agree that -------------------------- they will each, jointly and severally, shall indemnify, defend, protect save and hold harmless the Purchaser Buyer and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors agents and assigns Affiliates (including, after the Closing, the Company; collectively, "Buyer Indemnitees") harmless from and against all demands, claims, damagesallegations, actions, suits, proceedings, demands, assessments, adjustments, penaltiesliabilities, costs and expenses whatsoever (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys' fees and expenses amounts paid in investigation, defense or settlement of investigation) whether equitable or legal, matured or contingent, known or unknown to any of the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latentforegoing, whether or not the underlying demands, claims, allegations, etc., of third parties are meritorious; collectively, "Buyer Damages") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Buyer Indemnities, directly or indirectly, in connection with, arising out of occurrences prior toof, atwhich could result in, or after which would not have occurred but for, (i) a breach of any representation or warranty made by Sellers or the date of Company in this Agreement, from in any certificate or document furnished pursuant hereto by Sellers or the Company or any Other Agreement to which Sellers or the Company, or any of them is or is to become a party, (aii) a breach or nonfulfillment of any breach of, misrepresentation in, untruth covenant or agreement made by Seller or the Company in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached pursuant to this Agreement or in any Other Agreement to which Sellers or the Collateral Documents; Company, or any of them, is or is to become a party, (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (ciii) any liabilityand all liabilities of the Company, claimwhether due or to become due, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected existing on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close or arising out of business on any transaction entered prior to the Closing Date, (y) any liability of Regional not reflected except for liabilities disclosed in writing to Buyer on or before Closing or fully reserved on the Final Closing Date Balance Sheet which accrues (other than the liabilities covered by Section 7.2(vi) hereof), (iv) noncompliance with or matures or arises from a violation of and any Buyer Damages with respect to Environmental Laws and related to events occurring prior to the close of business on the Closing DateClosing, and (zv) any Liability of the Shareholders, whether arising out of occurrences prior to, atmaterial liability under any warranty or guarantee or other similar promise, or after the date of this Agreement and any material contract or agreement, given, issued, made or entered into by Company on or before Closing (dexcept those disclosed in writing to Buyer on or before Closing), and/or (vi) any claim by a third party that, if true, would mean that a condition for pending or threatened litigation disclosed as Item 1 on Schedule 3.12 to this Agreement. The foregoing to the contrary notwithstanding the liability of Sellers hereunder shall be several and they shall contribute to such indemnification set forth pro rata based upon their respective equity ________ interests in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurredthe Company.

Indemnification by Sellers. The Sellers each agree that Each Seller, Jointly and -------------------------- they will each, jointly and severally, agrees that it will indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers a Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature governmental authority relating to the reporting and payment ("Liabilities"to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Company arising or accrued prior to the Closing Date, ; (yd) any liability violation of Regional not reflected on any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Closing Date Balance Sheet which accrues Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or matures or arises from events occurring prior to the close of business on the Closing Date, Racketeer Influenced and Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, agreement or covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers a Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature ("Liabilities") governmental authority relating to the reporting and payment of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Company arising or accrued prior to the Closing Date, except for taxes for the current fiscal year in an amount not exceeding the reserve therefor on the Most Recent Balance Sheet ; (yd) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring violation prior to Closing of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the close of business on the Closing DateXxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that they -------------------------- they will each, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser Purchasers and its their officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) the imposition upon, claim against, or payment by the Purchasers of any liability, claim, cost, expense liability or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after Company other than the date of this Agreement and Assumed Liabilities; (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred; or (e) the dispute between the Xxxxxx Parties and the Sellers as to the amount of indebtedness owed to the Xxxxxx Parties by the Sellers pursuant to the Sale Agreement (as defined in Section 1.4(c), any liens on the Assets in connection therewith or any litigation arising therefrom and any other matters covered by the Xxxxxx Indemnity. The indemnification in this Section 8.1 (other than the Xxxxxx Indemnity) is subject to the limitations set forth in Section 8.5 and 8.6.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, shall jointly and severally, severally indemnify, defend, protect save and hold harmless the Purchaser Buyer and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors agents and assigns Affiliates (collectively, "BUYER INDEMNITEES") from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, actionsdeficiencies, suits, proceedings, demands, assessments, adjustments, penaltiesLiabilities, costs and expenses whatsoever (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys' fees amounts paid in investigation, defense or settlement of any of the foregoing and expenses whether or not any such demands, claims, allegations, etc., of investigationthird parties are meritorious; collectively, "BUYER DAMAGES") whether equitable asserted against, imposed upon, resulting to, required to be paid by, or legalincurred by, matured any Buyer Indemnitees, directly or contingentindirectly, known or unknown to the Sellersin connection with, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, atof, or after the date which would not have occurred but for (i) a breach of any representation or warranty made by Sellers in this Agreement, from in any certificate or document furnished pursuant hereto by Sellers or in any Other Agreement to which any Seller is to become a party, (aii) a breach or nonfulfillment of any breach of, misrepresentation in, untruth covenant or agreement made by Sellers in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached pursuant to this Agreement or in the Collateral Documents; any Other Agreement to which any Seller is or is to become a party, (biii) nonfulfillment any Retained Liability, (iv) noncompliance with or nonperformance of a violation of, and any Buyer Damages with respect to, Environmental Laws, (v) any liability under any warranty (express or implied), guarantee or other similar promise, or any contract or agreement, covenant given, issued, made or condition entered into by any Seller (relating to the Business or the Purchased Assets) on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; , or implied with respect to any such warranty, guaranty, contract or agreement, or (cvi) any liabilityliability of the Business, claimwhether due or to become due, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected existing on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close or arising out of business on any transaction entered into prior to the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, jointly and severally, indemnify, shall defend, protect indemnify and hold harmless the Purchaser Buyer and its affiliates, and their respective officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeesadvisors and other representatives (collectively, successors and assigns the “Buyer Indemnitees”) from and against against, and pay or reimburse the Buyer Indemnitees for, any and all claimsdamage, damagesloss, actionsliability, suitsexpense, proceedingsaction, demandssuit, assessmentsproceeding, adjustmentshearing, penaltiesinvestigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs and expenses whatsoever (including specificallyreasonable expenses of investigation, but without limitationenforcement and collection, reasonable attorneys' ’ accountants’ and other professional fees and expenses of investigationincurred in connection with any litigation) whether equitable or legalnot involving a Third Party Claim (collectively, matured “Losses”), resulting from or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from (a) subject to the time limitations set forth above, any breach of, misrepresentation in, untruth inaccuracy in or inaccuracy in the representations and warranties by the Sellers, set forth breach of any representation or warranty of Sellers in this Agreement or any certificate delivered by Sellers in the Schedules attached to this Agreement or in the Collateral Documents; connection hereto, (b) nonfulfillment or nonperformance any failure of any agreement, Seller or any affiliate to perform any covenant or condition on the part of Sellers made in agreement under this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; Agreement, (c) any liabilityRetained Liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any defect in title on any of the Real Property which is not a Permitted Lien unless such defect is covered by title insurance and such defect does not appear as a lien, exception or encumbrance or other defect on the title policy or in this Agreement and/or the Disclosure Schedules attached hereto, (e) any suit, action, proceeding, claim by a third party thator investigation pending or threatened against or affecting the Hawaiian Businesses that arose from any matter or state of facts existing prior to the Closing and is not disclosed on Schedule 3.15; provided, if truehowever, would mean that a condition for indemnification only those claims or litigation set forth in subsections (a)on Schedule 3.15 that Buyer has specifically assumed will be deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, (bf) any Losses incurred as a result of the alleged default under the HMPM lease, (g) any Losses incurred as a result of any default under the lease of Diamondhead Mortuary, or (ch) any claim, demand, action, proceeding or lawsuit made or filed by any trustee or receiver or other interested party in connection with or as a result of or otherwise following the insolvency, reorganization or bankruptcy of any Seller, whether made or filed as part of formal bankruptcy or reorganization proceedings or otherwise, which claim, demand, action, proceeding or lawsuit in any way challenges, seeks to set aside or deprive Buyer of the benefits of the transaction contemplated by this Agreement. Section 8.1 of this Agreement has occurred.8.3

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, Each Seller jointly and severallyseverally (but not Harcke), indemnify, defend, protect shall indemnify and hold harmless the Purchaser Buyer and its successors and assigns and their respective shareholders, employees, officers, shareholders, directors, divisionsmembers, subdivisionsrepresentatives, affiliates, subsidiaries, parent, agents, employees, successors Affiliates and assigns agents from and against any and all damages, losses, obligations, liabilities, claims, damagesencumbrances, penalties, costs and expenses, including reasonable attorneys’ fees (and costs and reasonable attorneys’ fees in respect of any suit to enforce this provision) (each a “CLAIM”), arising from or relating to (a) any misrepresentation in or breach of any representation or warranty made by Sellers or Harcke in this Agreement or any Related Agreement; (b) nonfulfillment of any of the covenants or agreements of Sellers or Harcke in this Agreement or any Related Agreement; (c) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of Sellers or relating to the Acquired Assets or the operation of the Business arising out of transactions entered into or events occurring prior to the Closing, including any successor liability or responsible officer liability asserted against Buyer for Taxes or otherwise relating to events occurring prior to the Closing; (d) any liability, obligation or commitment under any of the Assigned Contracts which Sellers performed or were obligated to perform prior to the Closing; (e) any investigation, civil, criminal or administrative action, notice or demand letter, notice of violation, or other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, or the use of underground storage tanks, aboveground storage tanks, vaults, process tanks, other containment and associated piping and transformers by Sellers to the extent such contamination, storage, treatment, release, transportation, disposal or use occurred relating to any time on or before the Closing Date; (f) any investigation, civil, criminal or administrative action with respect to Branford’s Benefit Obligations or the Branford’s Plans; (g) any COBRA obligation of Sellers arising from any qualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Closing Date; (h) any damage to property or injury to Persons resulting from the presence of Excluded Assets on the Real Property past the Closing Date, or in connection with the removal of such Excluded Assets from the Real Property; and (h) any and all actions, suits, investigations, proceedings, demands, assessments, adjustments, penalties, costs audits and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether judgments arising out of occurrences prior toany of the foregoing. In addition, ateach Seller shall jointly and severally indemnify and hold Buyer harmless from and against any loss, claim, expense, damage or after liability (including reasonable attorneys’ fees and expenses) to which Buyer and/or the date Acquired Assets may become subject insofar as such loss, claim, damage or liability (or actions in respect thereof) arises out of this Agreement, from (a) any or is based upon a breach or alleged breach of, misrepresentation inor failure to comply with any provision of, untruth in or inaccuracy in the representations and warranties by the Sellersto give any notice or make any filing pursuant to, set forth any bulk sales Law or similar Law of any state or other jurisdiction, whether or not Sellers or Buyer attempt to comply with such bulk sales Law. Nothing in this Agreement SECTION 13.02 shall estop or in the Schedules attached prevent either Sellers or Buyer from asserting as a bar or defense to this Agreement any action or in the Collateral Documents; (b) nonfulfillment or nonperformance of proceeding brought under any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership state bulk sales Law that such Law is not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior applicable to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of transactions contemplated by this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurredAgreement.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller, jointly and --------------------------- severally, agrees that it will indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition (to the extent such condition could have been satisfied with commercially reasonable effort) on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers a Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature governmental authority relating to the reporting and payment ("Liabilities"to the extent payment exceeds the amount reserved for in the Most Recent Balance Sheet) of (x) Xxx Bin, Allegro, Madison Taxes of the Company arising or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on accrued prior to the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement ; and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) ), or (c) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSellers, jointly and severally-------------------------- severally (each, for purposes of Sections 11.1 and 11.2, a "Seller Indemnifying Party"), shall indemnify, defend, protect defend and hold harmless the Purchaser Partnership, the Company and its officers, their respective shareholders, directorspartners, divisionstrustees, subdivisions, affiliates, subsidiaries, parentofficers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of this paragraph, the "Company Indemnified Parties") from and against any and all losses, damages, claims, damagesliabilities, actions, suits, proceedings, demands, assessments, adjustments, penalties, proceedings and costs and expenses whatsoever (of investigation or defense thereof, including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legalpayable as incurred, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from relating to any (a) misrepresentation or breach of warranty by any breach of, misrepresentation in, untruth in Seller or inaccuracy in the representations and warranties nonfulfillment of any covenant or agreement to be performed or complied with by the Sellers, set forth in such Seller under this Agreement and any agreement, document, instrument, certificate, schedule or in the Schedules attached to this Agreement or in the Collateral Documentsexhibit contemplated hereby; (b) nonfulfillment untrue or nonperformance incomplete statement of a material fact contained in any agreementstatement or information provided by any Seller or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, covenant liabilities or condition obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the Sellers, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Sellers, or by any of the Properties, except those specified on Schedule 7.19 hereto, including any obligations under ------------- any of the part of Sellers made in this Agreement or in Leases, Service Contracts and Management Contracts, to the Collateral Documents and extent any such obligation was to be performed prior to the Closing Date, or was to be performed after the Closing Date as a result of a breach or default under any of the Leases or Service Contracts by Sellers before any Seller or after its Affiliates prior to the Closing Date; (cd) any liabilityaction taken, claimor any failure to act, costby any Seller in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any agreement, expense document or obligation instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the transactions contemplated herein, to the extent such action or failure to act results in a violation (or alleged violation) of applicable laws or of the fiduciary duties owed to such holders; (e) pollution or threat to human health or the environment, or any Environmental Claim against any person or entity whose liability for such Environmental Claim any Seller has assumed or retained either contractually or by operation of law, that is related in any way to any of the Properties, including, without limitation, all on-site and off-site activities relating to any of the Properties involving Substances of Concern, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether legal or equitablenot the pollution or threat to human health or the environment, matured or contingentthe existence of any Environmental Claim, is known to any Seller; (f) regardless of whether it arises as a breach of any representation or warranty, any debts, liabilities or obligations of any Seller (whether known or unknown, foreseen disputed or unforeseenundisputed, extraordinary fixed, contingent or ordinaryotherwise) of, patent associated with or latent of relating to any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison asset or property other than the Partnership not reflected on the Closing Date StatementProperties, except for obligations under contracts, agreements those specified on Schedule 7.19 hereto; and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.-------------

Indemnification by Sellers. The Each of Sellers each agree that -------------------------- they will each, shall jointly and severallyseverally indemnify Buyers and their Affiliates, indemnifystockholders, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeespartners, representatives, successors and assigns from (collectively, the " BUYER PARTIES") and save and hold each of them harmless against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdemand, suitsclaim, proceedingsaction, demandscause of action, assessmentscost, adjustmentsdamage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, " LOSSES"), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, from incidental to or by virtue of: (ai) any breach ofby the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, misrepresentation inor in any of the certificates or other instruments or documents furnished by the Companies or any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; or (iii) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date (with it being understood that, untruth for purposes of this clause (iii), in or inaccuracy the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date which shall be calculated in accordance with the provisions of Section 8.11(b) hereof; PROVIDED THAT Sellers shall not have any liability under clause (i) above (other than with respect to the representations and warranties by contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two sentences of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $100,000 (and then Sellers shall be liable for all such Losses in excess of the $100,000 threshold amount); and PROVIDED FURTHER that Sellers, set forth ' aggregate liability under this Section 8.2(a) (other than for a breach of Sections 8.4 or 8.10 hereof) shall in no event exceed the amount of the Purchase Price. Nothing in this Agreement shall limit or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of restrict any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, Buyer Parties' right to maintain or after the date of this Agreement and (d) recover any amounts in connection with any action or claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) based upon fraudulent misrepresentation or (c) of this Section 8.1 of this Agreement has occurreddeceit.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachand the Shareholders individually, jointly and severally, indemnify, defend, protect severally agree to indemnify and hold harmless the Purchaser Buyer from and against: (a) any and all liability for any claims based upon any state of facts in respect to any Seller, its business, properties, assets, or upon any acts or omissions of its employees, officers, shareholders, directors, divisionsstockholders, subdivisionsagents or others acting on its behalf, affiliatesin existence at or prior to the closing; (b) any and all liabilities, subsidiariesdamages and expenses resulting from any regulatory or legal actions or claims by any federal, parentstate or local governmental agency or any suits, agents, employees, successors and assigns from and against all claims, damagesactions of proceedings by others, if such regulatory or legal actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses claims or proceedings are founded upon or arise by reason of investigation) whether equitable events or legal, matured operations of a Seller occurring or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out any state of occurrences prior to, at, or after the date facts in respect of this Agreement, from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Datea Seller's business; (c) any liabilityand all damage or deficiency resulting from any misrepresentation, claim, cost, expense breach of warranty or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent nonfulfillment of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison condition or the Partnership not reflected failure to perform any covenant or agreement on the Closing Date Statementpart of a Seller contained in this Agreement or any other agreement or document to which a Seller or a Shareholder is a party contemplated hereby, except for obligations under contractsor from any misrepresentation or omission from any exhibit, agreements and documents assumed certificate or other instrument or copy thereof required to be furnished or furnished to the Buyer by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date terms of this Agreement and (d) or any other agreement or document to which a Seller or a Shareholder is a party contemplated hereby, or any claim by a third party thatwhich, if true, would mean that constitute such a condition breach or misrepresentation; (d) taxes, assessments, interest or penalties resulting from adjustments to any tax liability of a Seller or from a Seller's failure to pay in full its tax liability, for indemnification set forth any period prior to the reporting period in subsections which the closing occurs or in regard to the Closing, in respect to federal, state or local income, sales or other taxes, as well as withholding taxes and penalties for underpayment of withholding taxes and estimated taxes for any period, including the period in which the Closing Date occurs: (a)e) any liability of a Seller other than an Assumed Liability: (f) the costs of investigation, (b) defense, legal fees, disbursements, costs of settling and discharging any and all judgments and or (c) claims alleging or incident to the foregoing, regardless of this Section 8.1 the ultimate responsibility of this Agreement has occurreda Seller for any such liability to any claimant. Buyer shall have the right to offset any claims hereunder against any sums due from the Buyer to any party hereto.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will each, Each Seller shall jointly and severally, indemnify, defend, protect and hold harmless the Purchaser severally indemnify Buyer and its Affiliates, stockholders, officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeespartners, representatives, successors and assigns from (collectively, the "BUYER PARTIES") and save and hold each of them harmless against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdiminution in value, suitslost profit, proceedingsdemand, demandsclaim, assessmentsaction, adjustmentscause of action, cost, damage, consequential damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, from incidental to or by virtue of: (ai) any breach ofby the Companies or any Seller of any representation or warranty made by the Companies or any Seller in this Agreement or any of the Schedules or Exhibits attached hereto, misrepresentation inor in any of the agreements, untruth in certificates or inaccuracy in other instruments or documents furnished by the Companies or the Sellers pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Companies or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Companies or any Buyer Party which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of the Companies or any Seller under this Agreement; (iv) any Taxes of the Companies with respect to any Tax year or portion thereof ending on or before the Closing Date as determined pursuant to Section 8.10 hereof; or (v) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT Sellers shall not have any liability under clause (i) above (other than with respect to the representations and warranties by contained in Section 5.1 (Capacity, Organization, Corporate Power and Licenses), Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3 (Authorization/ Noncontravention), Section 5.4 (Subsidiaries), Section 5.20 (Tax Matters), Section 5.21(Sellers Brokerage and Transaction Bonuses) and Section 5.24 (Affiliate Transactions)) unless the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $200,000 (and then Sellers shall be liable for only such Losses in excess of the $200,000 deductible amount); and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 5.1 (Capacity, set forth Organization, Corporate Power and Licenses), Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3 (Authorization/Noncontravention), Section 5.4 (Subsidiaries), Section 5.20 (Tax Matters), Section 5.21 (Sellers Brokerage and Transaction Bonuses) and Section 5.24 (Affiliate Transactions)), shall in no event exceed $25,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of restrict any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, Buyer Parties' rights to maintain or after the date of this Agreement and (d) recover any amounts in connection with any action or claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (abased upon fraudulent misrepresentation or deceit), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each Subject to the limitations set forth in the last sentence of Section 10.1, SELLERS hereby covenant and agree that -------------------------- they will eachwith THI that, jointly regardless of any investigation made at any time by or on behalf of THI or any information THI may have and, regardless of the Closing hereunder, SELLERS shall indemnify THI and severally, indemnify, defend, protect and hold harmless the Purchaser FRESH and its officers, shareholders, respective directors, divisions, subdivisions, affiliates, subsidiaries, parent, agentsofficers, employees, representatives and Affiliates of THI, and each of their successors and assigns from (individually, a "THI Indemnified Party"), and hold them harmless from, against and in respect of any and all costs, losses, claims, damagesliabilities, actions, suits, proceedings, demands, assessments, adjustmentsfines, penalties, damages and expenses (including interest which may be imposed in connection therewith, court costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses disbursements of investigationcounsel) whether equitable incurred by any of them resulting from (i) FRESH, or legal, matured or contingent, known or unknown the conduct of its operations prior to the SellersClosing, foreseen or unforeseenexcept for Liabilities specifically assumed by THI under the provisions hereof, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from and (aii) any misrepresentation, breach of, misrepresentation in, untruth in of warranty or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers obligation by SELLERS made in this Agreement (including without limitation any Exhibit hereto and any certificate or instrument delivered in connection herewith) any taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, including those that arise out of or result from the Collateral Documents and transactions contemplated by this Agreement, other than taxes relating to be performed by Sellers before or the conduct of the business of FRESH after the Closing Date; (c) any liability. If, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent by reason of the claim of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) third party relating to any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for matters subject to indemnification set forth in subsections (a), (b) or (c) of under this Section 8.1 10.2, a lien, attachment, garnishment or execution is placed upon any of the property or assets of any THI Indemnified Party, SELLERS shall promptly furnish an indemnity bond reasonably satisfactory to THI to obtain the prompt release of such lien, attachment, garnishment or execution. THI shall be entitled to reduce any amounts it owes to SELLERS against any amount owed to it by SELLERS under this Agreement has occurredSection 10.2.

Indemnification by Sellers. The Sellers each agree Each Seller severally agrees -------------------------- that -------------------------- they it will each, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentparents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellersSeller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature governmental authority relating to the reporting and payment ("Liabilities"to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Xxxx Companies arising or accrued prior to the Closing Date, ; (yd) any liability violation of Regional not reflected on any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Closing Date Balance Sheet which accrues Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or matures or arises from events occurring prior to the close of business on the Closing Date, Racketeer Influenced and Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSeller, jointly and severally, and if there shall be no Closing, jointly and severally with the Company, shall indemnify, defend, protect save and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors agents and assigns affiliates (including, after the Closing, the Company; collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, actionsdeficiencies, suits, proceedings, demands, assessments, adjustments, penaltiesliabilities, costs and expenses whatsoever (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys' fees and expenses amounts paid in investigation, defense or settlement of investigation) whether equitable or legal, matured or contingent, known or unknown to any of the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latentforegoing, whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of occurrences prior toof, atwhich could result in, or after which would not have occurred but for (i) a breach of any representation or warranty made by Seller or the date of Company in this Agreement, from in any certificate or document furnished pursuant hereto by Seller or the Company or any Other Agreement to which Seller or the Company, or all of them, are to become a party, (aii) a breach or nonfulfillment of any breach of, misrepresentation in, untruth covenant or agreement made by Seller or the Company in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached pursuant to this Agreement or in any Other Agreement to which Seller or the Collateral Documents; Company, or all of them, is or is to become a party , and (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (ciii) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent and all liabilities of the Company of any nature ("Liabilities") of (x) Xxx Binwhatsoever, Allegrowhether due or to become due, Madison whether accrued, absolute, contingent or the Partnership not reflected otherwise, existing on the Closing Date Statementor arising out of any transaction entered into, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close or any state of business on facts existing prior to the Closing Date, (y) including without limitation any liability of Regional not reflected royalty or commission arrangement, except for liabilities fully reserved on the Final Closing Date Balance Sheet, but only to the extent reserved for therein, and those liabilities not required under GAAP to be reserved in the Final Closing Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, that are expressly quantified and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections the Contracts; provided, however, Purchaser shall not be entitled to be paid any indemnified amount until the amount of such Purchaser Damages equals or exceeds Twenty-Five Thousand Dollars (a), (b$25,000.00) or (c) of this Section 8.1 of this Agreement has occurredand then Purchaser shall be fully indemnified for any and all such Purchaser Damages.

Indemnification by Sellers. The Sellers each agree that they -------------------------- they will each, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser Purchaser, EESI and its their officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature governmental authority relating to the reporting and payment ("Liabilities"to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Companies arising or accrued prior to the Closing Date, ; (yd) any liability violation of Regional not reflected on any federal, state or local "anti-trust," "racketeering," or "unfair competition law," including, without limitation, the Closing Date Balance Sheet which accrues Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, the Racketeer Influenced or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, atCorrupt Organizations Act, or after the date of this Agreement and Federal Trade Commission Act; or (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Each of Sellers each agree that -------------------------- they will each, shall jointly and severally, indemnify, defend, protect and hold harmless the Purchaser severally indemnify Buyer and its Affiliates, stockholders, officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentemployees, agents, employeespartners, representatives, successors and assigns from (collectively, the "BUYER PARTIES") and save and hold each of them harmless against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdemand, suitsclaim, proceedingsaction, demandscause of action, assessmentscost, adjustmentsdamage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, from incidental to or by virtue of: (ai) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth Company or any Seller of any representation or warranty made by the Company or any Seller in this Agreement or in any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Company or any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement by the Company or any Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (with it being understood that, for purposes of this clause (iii) in the Collateral Documents; (b) nonfulfillment or nonperformance case of any agreementTaxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, covenant or condition the portion of such Tax which relates to the portion of such Taxable period ending on the part Closing Date which shall be calculated in accordance with the provisions of Sellers made in this Agreement Section 8.11(b) hereof; or in (iv) any violations of, or any liabilities or investigatory, corrective or remedial obligations arising under, Environmental and Safety Requirements with respect to the Collateral Documents past or current properties, facilities or operations of the Company, whether or not constituting a breach of any representation or warranty hereunder and whether or not disclosed to be performed Buyer prior to the Closing Date or identified by Sellers before Buyer or its agents or representatives through their due diligence investigations prior to the Closing Date, including without limitation all matters set forth on the IDENTIFIED ENVIRONMENTAL MATTERS SCHEDULE attached hereto, except for any such violations, liabilities, or obligations the facts or circumstances underlying which are caused solely by the operation of the Company's business after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership PROVIDED THAT Sellers shall not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) have any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior under clause (i) above (other than with respect to the close representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two sentences of business Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the aggregate of all Losses relating thereto for which Sellers would, but for this proviso, be liable exceeds on the Closing Date, a cumulative basis an amount equal to $100,000 (and (z) any Liability then Sellers shall be liable for all such Losses in excess of the Shareholders, whether arising out $100,000 threshold amount); and PROVIDED FURTHER that Sellers' aggregate liability under this Section 8.2(a) (other than for a breach of occurrences prior to, at, Sections 8.4 or after 8.10 hereof) shall in no event exceed the date amount of the Purchase Price. Nothing in this Agreement and (d) shall limit or restrict any of the Buyer Parties' right to maintain or recover any amounts in connection with any action or claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) based upon fraudulent misrepresentation or (c) of this Section 8.1 of this Agreement has occurreddeceit.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSellers, jointly and severally, hereby agree to indemnify, defend, protect defend and hold harmless the Purchaser Buyer, its affiliates and its and their respective directors, officers, shareholdersstockholders, directorspartners, divisions, subdivisions, affiliates, subsidiaries, parent, agentsmembers, employees, successors and assigns from agents (individually, a “Buyer Indemnified Party” and collectively, “Buyer Indemnified Parties”), against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, penaltiesjudgments, costs and expenses whatsoever (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursement and expenses of investigationattorneys and consultants) whether equitable of any kind or legalnature whatsoever, matured but net of the proceeds from any insurance policies or contingentother third party reimbursement for such loss, known or unknown to the Sellersextent sustained, foreseen suffered or unforeseenincurred by or made against any Buyer Indemnified Party, ordinary or extraordinaryto the extent based upon, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from in connection with: (ai) any breach of, misrepresentation in, untruth in of any representation or inaccuracy in the representations and warranties warranty made by the Sellers, set forth Sellers in this Agreement or in the Schedules attached any Schedule, exhibit, certificate, agreement or other instrument delivered pursuant to this Agreement or in the Collateral DocumentsAgreement; (bii) nonfulfillment or nonperformance any breach of any agreement, covenant or condition on the part of agreement made by Sellers made in this Agreement or in the Collateral Documents and any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered by or binding upon Sellers pursuant to be performed by Sellers before or after the Closing Datethis Agreement; (ciii) any liability, claim, cost, expense claim made by any person or obligation whether legal entity to the extent the same arises out of or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent relates to the operation of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison the Assets or the Partnership not reflected Business and in connection with or on the basis of events, acts, omissions, conditions or any other state of facts occurring on or existing before the Closing Date Statement(other than events, except for obligations under contractsacts, agreements omissions, conditions or any other state of facts with respect to which Buyer has specifically agreed to be responsible and documents assumed has been provided specific written notice by the Purchaser at the Closing which first mature and accrue after the close way of business on the Closing Date, a Schedule attached hereto; (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (div) any claim which arises in connection with any liability or obligation of Sellers that is not an Assumed Liability; (v) any of the Excluded Liabilities; and (vi) the sales of inventory by a third party thatSellers to the customer identified as NIN1000, if true, would mean that a condition for indemnification as set forth in subsections (a), (b) or (c) on Exhibit 10.1 hereto. The sum of all amounts paid by Sellers to Buyer pursuant to this Section 8.1 of this Agreement has occurred10.1 shall not exceed $2.2 million.

Indemnification by Sellers. The Sellers each Each of MSI and the Company agree that -------------------------- they will each, jointly and severally, severally to indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, legal representatives, successors and assigns assigns, as applicable, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from as a result of or incident to: (a) any breach of, misrepresentation inmisrepresentation, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Exhibits or the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) the imposition upon, claim against or payment by Purchaser of any liability, claim, cost, expense liability or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of Sellers other than the Assumed Liabilities; (d) violation of the requirements of any nature ("Liabilities") governmental authority relating to the reporting and payment of (x) Xxx Binfederal, Allegrostate, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close other income tax of business on Sellers arising or accrued prior to the Closing Date; (e) all claims, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues liabilities or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether obligations arising out of occurrences the operation of the Car Wash Business prior toto Closing (other than the Assumed Liabilities), atincluding but not limited to litigation (including that set forth on Schedule 3.11), claims for customer vehicle damage, property damage or after the date of this Agreement personal injury, other than Assumed Liabilities; and (df) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c), (d) or (ce) of this Section 8.1 9.1 of this Agreement has occurred. For purposes of this section, to the extent that any claims can reasonably be deemed to be made under one or more of the provisions of subsections (a)-(f), the Indemnified Party (as hereinafter defined) may elect which subsection or subsections under which to bring its claim.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller agrees, jointly and severally, indemnifyto indemnify the Purchaser, defend, protect and hold harmless the Purchaser and each of its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors equity holders, attorneys, agents and assigns from Affiliates against and against agrees to hold each of them harmless from, any and all claimsdamage, damagesloss, actionsLiability, suitsexpense, proceedingsjudgment, demandssettlement, assessmentsclaim, adjustments, penalties, costs and expenses whatsoever cost or penalty (including specifically, but without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses expenses) (collectively, "Losses") incurred or suffered by the Purchaser or any of investigation) whether equitable their respective officers, directors, employees, equity holders, attorneys, agents or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latentAffiliates, whether or not resulting from a third party claim, arising out of occurrences prior toor relating to or resulting from, atwithout duplication, or after the date of this Agreement, from (a1) any breach of, misrepresentation in, untruth in of a representation or inaccuracy in the representations and warranties by the Sellers, set forth warranty of any Seller contained in this Agreement or in the Schedules attached any certificate delivered by any Seller pursuant to this Agreement Agreement, (2) any breach of an agreement or covenant made by any Seller in this Agreement, (3) any inaccuracy in any certificate or instrument delivered by any Seller to the Collateral Documents; Purchaser pursuant to this Agreement, (b4) nonfulfillment any Seller's use or nonperformance operation of any agreementAcquired Assets prior to the Closing, covenant including any act or condition on the part omission of Sellers made in this Agreement any Seller, any of their respective officers, directors, employees, attorneys, agents or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; Affiliates relating thereto, (c5) any liabilityfailure of any Seller, or any of their respective Affiliates to comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the transactions contemplated by this Agreement, or (6) Sellers' actions or omissions relating to any accounts and/or receivables which are not Eligible Accounts or Eligible Receivables. Notwithstanding the foregoing, the Purchaser and its Affiliates will not be entitled to indemnity pursuant to this Section 9.2 (i) in respect of any individual Action or individual claim, costfact or occurrence or any series of related Actions, expense claims, facts or obligation whether legal occurrences (including any class action), until Losses in respect of such individual or equitablerelated Actions, matured claims, facts or contingentoccurrences are greater on a cumulative basis than the Indemnity Deductible or (ii) for any Losses, known until the aggregate amount of such Losses incurred or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed suffered by the Purchaser at or any of its Affiliates exceeds on a cumulative basis the Closing Indemnity Deductible, in which first mature case the Purchaser and accrue after its Affiliates shall be entitled to indemnification for the close full amount of business on the Closing Date, (y) any liability such Losses in excess of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior such Indemnity Deductible; provided that in no event will Purchaser and its Affiliates be entitled to indemnity for Losses pursuant to this Section 9.2 to the close extent that the amount of business on Losses, in the Closing Dateaggregate, and (z) incurred or suffered by the Purchaser or any Liability of its Affiliates exceeds the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurredIndemnity Cap.

Indemnification by Sellers. The Sellers each agree that they -------------------------- they will each, jointly and severally, indemnify, defend, protect and hold harmless the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, liability claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison or the Partnership not any Seller other than Liabilities reflected on the Closing Date Balance Sheet or the Closing Date Statement, except for or obligations under contracts, agreements and documents Material Documents assumed by the Purchaser at the Closing or under the Company Debt (if assumed by the Purchaser) which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on or, in the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior to the close of business on the Closing Date, and (z) any Liability case of the ShareholdersCompany Debt, whether arising out of occurrences prior to, at, or after the date of this Agreement on which it is assumed; and (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b) or (c) of this Section 8.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller, jointly and severally-------------------------- severally (except for breaches of the warranty in Section 3.2(b) which shall be several and not joint), agrees that he will indemnify, defend, protect and hold harmless the Purchaser Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentparents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellersSeller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature ("Liabilities") governmental authority relating to the reporting and payment of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Xxxxxxx Companies arising or accrued prior to the Closing Date, ; (yd) any liability violation of Regional not reflected on any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Closing Date Balance Sheet which accrues Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or matures or arises from events occurring prior to the close of business on the Closing Date, Racketeer Influenced and Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachEach Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless the Purchaser Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentparents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to the Sellerssuch Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellersSeller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Sellers a Seller made in this Agreement or in the Collateral Documents and to be performed by Sellers Seller before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent violation of the requirements of any nature governmental authority relating to the reporting and payment ("Liabilities"to the extent payment exceeds $238,000) of (x) Xxx Binfederal, Allegrostate, Madison local or other income, sales, use, franchise, excise or property tax liabilities of the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on Companies arising or accrued prior to the Closing Date, ; (yd) any liability violation by Sellers or the Companies of Regional not reflected on any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Closing Date Balance Sheet which accrues Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or matures or arises from events occurring prior to the close of business on the Closing Date, Racketeer Influenced and Corrupt Organization Act; and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, at, or after the date of this Agreement and (de) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (cd) of this Section 8.1 9.1 of this Agreement has occurred.

Indemnification by Sellers. The Sellers each agree that -------------------------- they will eachSubject to the other terms and conditions of this Agreement, Sellers, jointly and severally, indemnify, defend, protect shall indemnify and hold harmless the Purchaser defend each of Buyer and its officersAffiliates (including, shareholdersafter the Closing, directorseach Company) and each of their respective Representatives (collectively, divisionsthe “Buyer Indemnitees”) against, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all claimsLosses incurred or sustained by, damagesor imposed upon, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable the Buyer Indemnitees based upon or legal, matured or contingent, known or unknown to the Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from of: (a) any breach of, misrepresentation in, untruth inaccuracy in or inaccuracy in breach of any of the representations and or warranties by the Sellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreementSeller or any Company in any Transaction Document, covenant including any of the representations or condition warranties contained in Article III or Article IV or any certificate or instrument delivered by or on the part of Sellers made in this Agreement or in the Collateral Documents and to be performed by Sellers before or after the Closing Date; (c) any liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent behalf of any nature ("Liabilities") of (x) Xxx Bin, Allegro, Madison Seller or the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser any Company at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or matures or arises from events occurring prior pursuant to the close of business on the Closing Date, and (z) any Liability of the Shareholders, whether arising out of occurrences prior to, atthis Agreement, or after the date of this Agreement and (d) any claim allegation by a third party that, if proven true, would mean that constitute such an inaccuracy or breach; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller or any of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Company on or prior to the Closing) pursuant to any Transaction Document or any allegation by a condition for indemnification third party that, if proven true, would constitute such a breach or non-fulfillment; (c) any Closing Indebtedness or Transaction Expenses to the extent not set forth on the Payoff Letters or otherwise reflected in subsections and adjusted for in the Final Closing Statement; (ad) any claim asserted by any Person who is or was, or who claims to be or to have been, the holder of, or entitled to acquire or receive, any Securities, equity interest, option or other security of any Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Company to any past or present officers, managers, managing-members, directors, employees, former employees or independent contractors of any Company (whether under Law, any Organizational Document, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against such past or present officers, managers, managing-members, directors, employees, former employees or independent contractors, in each case, which (i) are asserted on or prior to the Closing Date or (ii) arise or are based, in whole or primarily upon, on any events, activities or actions occurring on or prior to the Closing Date or conditions caused or contributed to on or prior to the Closing Date; (f) subject to Section 8.04(k), (bi) any Environmental Claim by reason of or arising out of any action, failure to act, event or condition (whether known or unknown on or prior to the Closing Date) (1) associated with the ownership or operation by any Company of, or at, (x) the Real Property, or (cy) property formerly owned, operated or leased by any Company during the time of this Section 8.1 such Company’s (or any other Person’s, to the extent such Person would qualify as such Company at such time) ownership, operation or lease of this Agreement has occurred.such property, (ii) the presence or Release of any Hazardous Material on, at, to or from any 41 302010047 v18