Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, (a) Sellers agree to indemnify, defend shall indemnify and hold harmless Buyer Buyer, Zone Trading and Buyer's Overunder, each of their respective Affiliates and each of their respective officers, directors, officersmembers, managers employees, agents, heirs, successors, assigns and employees representatives ("collectively, “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Lossesliabilities, asserted againstlosses, resulting todamages, imposed upon claims, costs and expenses, interest, awards, judgments or incurred by penalties (including legal fees and expenses and interest on the Buyer Indemnified Partiesamount of any of the foregoing at the Applicable Rate from the date suffered or incurred), directly whether now known or indirectly, by reason of or resulting from subsequently discovered (aa “Loss”) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, the extent arising out of, relating resulting from, related to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; caused by (bi) any inaccuracy or misrepresentation in or breach of any of the representations or warranties made by, or any of the covenants or agreement of Sellers or any of their Affiliates contained in in, this Agreement or made pursuant to any of the Transaction DocumentAgreements; (cii) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsExcluded Liability; (diii) the employment of any Transferred Employee prior to such Employee’s Employee Transition Date, the employment related practicesof any other Employee, policiesor the termination of any Employee, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orSellers; or (eiv) any breach claim by Sellers or on behalf of any Scheduled Contract; (f) any pre-closing breach by Sellers a Seller Assigned Employee arising from Seller’s use of either (x) any Contract assumed by Buyer such Seller Assigned Employee pursuant to SECTION 2.6(BSection 5.2(c) hereof. (IIIb) Without limiting Section 6.2(a), Sellers shall indemnify and hold harmless the Buyer Indemnitees with respect to any Loss resulting from a claim by any Person that the assignment by any Seller to Buyer of a Transferred Agreement constitutes a breach of such Transferred Agreement or (y) any Additional Agreement that constitutes an Assumed Liabilityis otherwise prohibited.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this ARTICLE XII, Sellers agree each Seller, individually, and not jointly or severally, agrees to indemnify, defend and hold harmless Buyer Purchaser and Buyer's respective directorsits Affiliates, parents, stockholders, subsidiaries, officers, managers directors, employees, agents, successors and employees assigns ("Buyer such indemnified Persons are collectively hereinafter referred to as “Purchaser Indemnified Parties") Persons”), harmless from and against and in respect of any and all LossesLosses that any Purchaser Indemnified Person may suffer, asserted againstsustain, resulting to, imposed upon incur or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason become subject to arising out of or resulting from due to: (a) the non-fulfillment of any liability covenant, undertaking, agreement or other obligation of or claim against Buyer Indemnified Parties (whether absolutesuch Seller under this Agreement, accrued, contingent or otherwise and whether a contractual any Schedule hereto or any of the other type of liability or obligation or claimTransaction Documents; (b) not expressly assumed any action taken by Buyer pursuant such Seller prior to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from Closing in connection with the Assets or and/or the business and operations use of the Station during the period such Assets prior to the Closing Date; , or the operations of such Seller prior to and subsequent to Closing (b) any misrepresentation or breach except in connection with the operation of the warranties of Sellers contained in or made pursuant to any Transaction DocumentAssets post-Closing); (c) relating to the Liabilities of such Seller not expressly assumed hereunder; or (d) the breach of any noncompliance by Sellers with any covenantsrepresentation, agreements warranty or undertakings covenant of Sellers contained such Seller in this Agreement or made pursuant to any Transaction Document including without limitation to which the Seller is a party and the Seller Representative shall defend and hold each Purchaser Indemnified Person harmless from and against any Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to any environmental Claims or Liabilities (i) associated with the Assets or (ii) arising from any act or omission by any Seller or the failure of any Seller to comply with any Environmental Law in connection with the Assets (collectively (i) and (ii), the “Environmental Liabilities”), relating to or dating back to the period or periods that each Seller owned and/or had legal title to the Assets which are subject to the applicable Bulk Sales laws; Loss (dthe “Seller Ownership Period”). “Losses” as used in this ARTICLE XII are not limited to matters asserted by third parties, but includes Losses incurred or sustained in the absence of third party Claims. Payment is not a condition precedent to recovery of indemnification for Losses. Each Seller’s indemnification obligations under this Section 12.1 shall be limited to the aggregate amount of consideration (including Cash Consideration, Common Shares and Preferred Shares, as applicable) any employment related practiceswhich such Seller received upon Closing or would receive had the Closing occurred, policiesas applicable (as applicable, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe “Seller Cap”).

Indemnification by Sellers. Subject to the conditions Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall defend, defend indemnify and hold harmless Buyer Buyers, their Affiliates and Buyer's their respective shareholders, directors, officers, managers managers, members, employees, independent contractors, parents, subsidiaries, successors and employees ("Buyer Indemnified Parties") assigns from and against all claims, judgments, damages, liabilities, settlements, losses, costs and in respect of any expenses, including attorneys’ fees and all Lossesdisbursements, asserted against, resulting arising from or relating to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from : (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement or any document to be delivered hereunder or in connection herewith; (b) any and all claims of third parties made pursuant to any Transaction Document; based upon facts alleged that, if true, would have constituted such an inaccuracy or breach; (c) any noncompliance breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to this Agreement or any Transaction Document including without limitation any failure document to comply with applicable Bulk Sales laws; be delivered hereunder or in connection herewith; (d) any employment related practices, policies, Contracts, decisions, actions the ownership of the Purchased Assets or omissions by Sellers with respect the operation of the Business prior to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; the Closing; (e) any breach by negligence, malpractice, action or omission of either of Sellers or any of Sellers’ respective employees, independent contractors, or any Scheduled Contract; other person acting under either of Sellers’ control or supervision prior to or as of Closing; (f) the Excluded Liabilities (regardless of the reason or legal theory used to impose any pre-closing breach by Sellers such liability on Buyers, including without limitation, as a result of either operation of law, application of any law, statute, regulation, court or administrative decision, or other legal doctrine); (xg) any Contract assumed by Buyer pursuant fact, event or circumstance occurring or arising prior to SECTION 2.6(B) the Closing Date in connection with Sellers, the Practice or the Purchased Assets; or (III) or (yh) any Additional Agreement that constitutes an Assumed Liabilityfact, event or circumstance arising in connection with or related to the Pending Actions referenced in Section 3.17, including, without limitation, the Chapter 11 Case.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article X, each of the Sellers, severally and provisions of SECTION 12.4not jointly, Sellers agree to indemnifyshall indemnify Purchaser and its Affiliates (including, defend for this purpose, the Company) and hold harmless Buyer and Buyer's their respective officers, directors, officersmembers, managers managers, partners, shareholders, trustees, employees, agents and employees representatives ("Buyer the “Purchaser Indemnified Parties"Persons”) from against, and against and in respect shall hold each of them harmless from, any and all Losses, asserted against, Damages incurred or suffered by them resulting to, imposed upon from or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason in any way arising out of or resulting from in connection with the any of the following: (ai) any liability failure of any representation or obligation warranty of such Seller set forth in this Agreement or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent in any of the certificates or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed documents furnished by Buyer such Seller pursuant to SECTION 2.6this Agreement to be true and correct in all respects; and/or (ii) any failure by such Seller to fully perform, arising out of, relating to fulfill or resulting from the businesses of Sellers, comply with any covenant set forth in this Agreement or relating to or resulting from the Assets or the business and operations in any of the Station during the period prior certificates or documents furnished by such Seller pursuant to the Closing Date; this Agreement. (b) any misrepresentation or breach Subject to the other terms and conditions of this Article X, each of the warranties Sellers, severally and not jointly in accordance with each Seller’s Pro Rata Share, shall indemnify the Purchaser Indemnified Persons against, and shall hold each of Sellers contained them harmless from, any and all Damages incurred or suffered by them resulting from or in any way arising out of or made pursuant to any Transaction Document; (c) any noncompliance by Sellers in connection with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply the following: **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Securities and Exchange Commission.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4applicable limitations set forth in Section 10.05 hereof, Sellers agree to indemnifyshall, defend jointly and hold harmless Buyer severally, indemnify Buyers and Buyer's their respective Affiliates, directors, officers, managers employees, and employees their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") from and against and in respect hold each of them harmless from any and all damage, claim, action, suit, proceeding, judgment, loss, liability, cost and expense (including reasonable attorneys' fees and expenses) (collectively, "Losses, asserted against, resulting to, imposed upon ") incurred or incurred suffered by the any Buyer Indemnified Parties, directly or indirectly, by reason Party arising out of or resulting from relating to: (ai) any liability breach of any representation, warranty, covenant or obligation agreement of Sellers contained in this Agreement or claim against Buyer Indemnified Parties in any Transaction Document; or (whether absolute, accrued, contingent ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or otherwise and whether a contractual (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any other type Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability or obligation or claim) not expressly assumed claim for Product Manufactured by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period either Seller prior to the Closing Date; , regardless of when any such claim accrues, arises or is asserted, provided, however, that Sellers shall not be responsible to the extent such claim results from (bA) any misrepresentation negligent acts or breach omissions of the warranties of Sellers contained in or made pursuant to any Transaction Document; either Buyer, (cB) any noncompliance by Sellers with any covenantsmarketing or promotional statements, agreements claims or undertakings assertions of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of Sellers' employees the Products in any way by either Buyer or former employees by any third party; or otherwise with respect to any employee benefit plan (vi) the presence, or arrangement sponsored or maintained by Sellers alleged presence, of digitalis or any Affiliate of Sellers or; (e) other contaminant in plantain which is an ingredient in any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.Product

Indemnification by Sellers. Subject to the terms, conditions and provisions limitations of SECTION 12.4this ARTICLE VII, Sellers agree to indemnifyfollowing the Closing, defend and hold harmless Buyer and Buyer's each of its Affiliates, and each of their respective directorssuccessors, assigns, officers, managers directors, managers, members, partners, equityholders, employees, Representatives and employees agents, shall be indemnified: ("Buyer Indemnified Parties"a) by the Sellers, severally (and not jointly), from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Loss suffered or incurred by any such Indemnified Person resulting from any breach of any representation or warranty of such Seller contained in ARTICLE III of this Agreement; (b) by the Buyer Sellers, severally (and not jointly), from and against any Loss suffered or incurred by any such Indemnified PartiesPerson resulting from the breach of any post-Closing covenant of such Seller contained in this or any other Transaction Document to which such Seller is a party; (c) by the Sellers, directly or indirectlyjointly and severally, by reason of from and against any Loss arising or resulting from or based upon any breach of any representation or warranty regarding the Acquired Companies contained in ARTICLE IV of this Agreement as of the Closing Date; (d) by the Sellers, jointly and severally, from and against any Loss arising or resulting from or based upon any bonuses payable to any employees or independent contractors of any of the Acquired Companies and triggered by the Closing; and (e) by the Sellers, jointly and severally, from and against any Loss arising or resulting from or based upon any misclassification of any Person providing services to any of the Acquired Companies as independent contractors as opposed to “employees” for purposes of the Code and the treasury regulations promulgated thereunder. provided that (x) there shall be no indemnification Liability under clause (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; clause (c) any noncompliance above, unless (1) the Loss related to each individual claim or series of related claims arising thereunder for which indemnification Liability would, but for this proviso, exist exceeds Twenty Thousand Dollars ($20,000), and (2) the aggregate of all Losses arising under clause (a) or clause (c) above for which indemnification Liability would, but for this proviso, exist exceeds an amount equal to One Hundred Thirty-Five Thousand Dollars ($135,000), after which time only such Losses in excess of such amount will be recoverable by Sellers with any covenants, agreements the Indemnified Parties and (y) the aggregate Liability under clause (a) or undertakings of Sellers contained clause (c) above shall in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsno event exceed Two Million Seven Hundred Thousand Dollars ($2,700,000); (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either provided further that the limitations set forth in clauses (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or and (y) above shall not apply to any Additional Agreement that constitutes an Assumed LiabilityLoss arising from actual fraud or intentional misrepresentations or from a breach of Section 3.1 (Power and Authorization), Section 3.3 (Capital Stock), Section 4.1 (Organization; Qualification; Corporate Power and Authorization), Section 4.2(a) (Capitalization) (sentences one and two only), Section 4.9 (Tax Matters), Section 4.15 (Employee Plans), and Section 4.21 (Broker Fees) (collectively, the “Fundamental Representations”). Notwithstanding anything herein to the contrary, except in the case of actual fraud, the aggregate liability of the Sellers under this Section 7.1 shall in no event exceed the Purchase Price.

Indemnification by Sellers. (a) Subject in each case to the conditions and provisions of SECTION 12.4Article IX and Sections 10.3, Sellers agree to indemnify10.5 and 10.7(d): (i) each Seller shall, defend severally but not jointly, indemnify and hold harmless Buyer Purchaser, Parent, the Companies and Buyer's their respective directorsAffiliates (collectively, officers, managers and employees ("Buyer Indemnified Parties"“Purchaser Indemnitees”) from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of Damages arising or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofin connection with, relating to or resulting from the businesses suffered or incurred in connection with or as a result of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties any representation or warranty by such Seller in Section 3.1, in Sellers Disclosure Schedule with respect thereto or in any certificate with respect thereto delivered by Sellers pursuant to this Agreement; and (ii) each Seller shall, jointly but not severally, indemnify and hold harmless Purchaser Indemnitees from and against any and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with or as a result of any misrepresentation or breach of any other representation or warranty by Sellers contained in or made pursuant to this Agreement, Sellers Disclosure Schedule or any Transaction Document; (c) any noncompliance certificate delivered by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to this Agreement. (b) Each Seller shall, severally, but not jointly, indemnify and hold harmless Purchaser Indemnitees from and against any Transaction Document including without limitation and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with or as a result of any failure to comply with applicable Bulk Sales laws; (d) breach of any employment related practices, policies, Contracts, decisions, actions covenant or omissions agreement made by Sellers in Section 5.7; and each Seller shall, jointly but not severally, indemnify and hold harmless Purchaser Indemnitees from and against any and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with respect to or as a result of any breach of Sellers' employees any other covenant or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained agreement made by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer Embarcadero in or pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythis Agreement.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, Sellers agree to indemnify, defend shall indemnify and hold harmless Buyer and Buyer's its Affiliates (including the Acquired Entities after the Closing) and their respective officers, directors, officersdirect and indirect shareholders, managers employees, agents, successors and employees assigns against any losses, liabilities, damages, claims, costs, expenses, interest, penalties, Taxes, awards, and judgments, including reasonable attorneys’ fees and expenses and costs of investigation, but excluding punitive damages, damages that are not the reasonably foreseeable consequence of the relevant breach and damage to reputation ("Buyer Indemnified Parties"other than such damages payable to a third party as a result of a Third Party Claim indemnifiable hereunder or that arise or result from fraud, intentional misrepresentation or intentional breach by the Indemnifying Party) from and against and in respect of any and all (collectively, other than such excluded items, the “Losses, asserted against, resulting to, imposed upon ” or “Loss”) actually suffered or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason any such indemnified party arising out of or resulting from (ai) the breach of any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise representation and whether a contractual warranty made by Sellers in this Agreement or any certificate delivered hereunder (provided that all materiality, Material Adverse Effect or similar qualifications contained in such representations and warranties (other type than with respect to Section 3.5) shall be disregarded for the purpose of liability or obligation or claimcalculating Losses (but not for the purpose of determining the occurrence of a breach) not expressly assumed by Buyer pursuant to SECTION 2.6with respect thereto), arising out of, relating to or resulting from (ii) the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of any covenant or agreement by Sellers contained in or made pursuant to any Transaction Document; this Agreement, (ciii) any noncompliance by Sellers with claims against any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained Acquired Entity by Sellers or any Affiliate of Sellers or; (eother than the Acquired Entities), any Participant, or any lender or creditor of Sellers or such Affiliate of Sellers acting in its capacity as such lender or creditor, or (iv) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) Excluded Liabilities or (y) any Additional Agreement that constitutes an Assumed LiabilityExcluded Taxes.

Indemnification by Sellers. NOTWITHSTANDING ANYTHING TO THE CONTRARY ANYWHERE IN THIS AGREEMENT OR IN ANY OF THE TRANSACTION DOCUMENTS, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE XI, SELLERS SHALL HAVE NO LIABILITY TO BUYER FOR ANY INDEMNIFICATION OBLIGATION. Subject to the conditions this limitation and provisions of SECTION 12.4as expressly set forth in Section 11.6, below, Sellers agree to indemnify, defend will jointly and severally indemnify and hold harmless Buyer and Buyer's its respective directors, officers, managers equity owners, employees, agents, consultants and employees other advisors and representatives ("collectively, the “Buyer Indemnified Parties"”) from and against against, and in respect of will pay to the Buyer Indemnified Parties the monetary value of, any and all Losses, asserted against, resulting to, imposed upon Losses incurred or incurred suffered by the Buyer Indemnified Parties, Parties directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, indirectly arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations any of the Station during the period prior to the Closing Date; following: (a) any inaccuracy in or breach of any representation or warranty of Sellers contained in this Agreement or any Transaction Document; (b) any misrepresentation nonfulfillment, nonperformance or other breach of the warranties any covenant or agreement of Sellers contained in this Agreement or made pursuant to any Transaction Document; ; (c) any noncompliance by Sellers with Excluded Liability and any covenantsother Liability, agreements whether arising before or undertakings after the Closing, arising from or relating to the ownership or operation of Sellers contained in the ArcMail Business or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; the Purchased Assets before the Closing that is not an Assumed Liability; (d) any employment related practices, policies, Contracts, decisions, actions liability or omissions loss arising from the termination of this Agreement by Sellers either Party (other than through the failure of Buyer to comply fully with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orits obligations under this Agreement); and (e) any breach by Sellers Proceedings, demands or assessments incidental to any of any Scheduled Contract; the matters set forth in clauses (fa) any pre-closing breach by Sellers of either through (xd) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityabove.

Indemnification by Sellers. Subject Except as set forth in Section 5.3(c) and subject to the conditions and provisions of SECTION Section 12.4, Sellers agree agrees to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION Section 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(BSection 2.6(b) (IIIiii) or (y) any Additional Agreement that constitutes an Assumed Liability.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4Each Seller shall defend, Sellers agree to indemnify, defend indemnify and hold harmless Buyer (and Buyer's respective its directors, officers, managers employees, agents, affiliates, successors and employees ("Buyer Indemnified Parties"assigns) from and against and in respect of any and all Lossesdirect or indirect requests, demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages, liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), and interest on any amount payable as a result of the foregoing, whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified PartiesBuyer, directly or indirectlyits directors, officers, employees, agents, affiliates, successors or assigns by reason of or of, resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6from, arising out of, relating based upon, awarded or asserted against in respect of or otherwise in respect of: (a) any breach of any representation or warranty on the part of such Seller contained in Article III or any misrepresentation in or omission on the part of such Seller contained in any certificate furnished or to or resulting from the businesses of Sellers, or relating be furnished to or resulting from the Assets or the business and operations of the Station during the period prior Buyer by such Seller pursuant to the Closing Date; this Agreement; (b) any misrepresentation breach or breach non-fulfillment on the part of the warranties of Sellers such Seller with respect to any covenant contained in or made pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with any covenantsfailure of such Seller to transfer his Exchanged Shares to Buyer, agreements or undertakings free and clear of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsall Liens; or (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers claims with respect to any of Sellersbrokers' employees or former employees or otherwise finders' fees due with respect to the transactions contemplated herein and alleged to arise from any employee benefit plan or arrangement sponsored or maintained contract entered into by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitysuch Seller.

Indemnification by Sellers. (a) Subject to the conditions and provisions of SECTION 12.4Section 11.5 hereof, Sellers hereby agree to indemnify, defend indemnify and hold harmless Buyer Purchaser and Buyer's respective its directors, officers, managers employees, Affiliates, agents, successors and employees ("Buyer Indemnified Parties") permitted assigns harmless from and against and in respect of against: (i) any and all losses, liabilities, obligations, damages, costs and expenses (individually, a "Loss" and, collectively, "Losses") based upon, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating attributable to or resulting from the businesses breach of any covenant or other agreement on the part of any Seller under this Agreement; (ii) any and all Losses based upon or arising directly from any Excluded Asset or any Excluded Liability; (iii) any Losses based upon or arising directly out of any Purchased Asset or Sellers, or relating to or resulting from the Assets or the business and operations ' operation of the Station during the period Business prior to the Closing DateDate other than any liabilities arising prior to the Closing Date that are Assumed Liabilities; and (iv) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to the foregoing. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers Loss upon becoming aware of any Scheduled Contract; (f) any pre-closing event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach by Sellers of either (x) any Contract assumed by Buyer pursuant which gives rise to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Loss.

Indemnification by Sellers. (a) Subject to the conditions limitations set forth in this Agreement, each of the Sellers jointly and provisions of SECTION 12.4severally, Sellers agree agrees promptly to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") the Purchaser from and against and in respect of any and all Lossesassessments, asserted againstjudgments, resulting todebts, imposed upon obligations, liabilities, losses, costs, damages or expenses (including interest, penalties and reasonable out-of-pocket fees, expenses and disbursements in connection with any action, suit or proceeding) net of insurance proceeds actually received (collectively, "Damages"), suffered, paid or incurred by the Buyer Indemnified Parties, directly Purchaser or indirectly, by reason of or the Company resulting from (a) or caused by or arising out of any liability breach of the representations and warranties made by any Seller to the Purchaser in this Agreement or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual in any Schedule hereto or any other type certificate delivered hereunder (provided; that liability for the representations and warranties in Section 2.4 and 2.5, which are made severally, rather than jointly and severally, shall be several). In addition, each of liability the Sellers severally agrees promptly to indemnify, defend and hold harmless the Purchaser from and against any and all Damages suffered, paid or obligation incurred by the Purchaser or claim) not expressly assumed the Company resulting from or caused by Buyer pursuant to SECTION 2.6, or arising out of, relating of any failure by such Seller to perform any of his or resulting from the businesses of Sellers, her covenants or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; agreements contained in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, indemnification under Section 6.1(a) is subject to the limitations that (i) the aggregate amount of all payments required to be made by any misrepresentation or breach Seller in satisfaction of claims for indemnification pursuant to Section 6.1(a) shall not exceed the portion of the warranties Cash Purchase Price paid and the then fair market value of the Shares delivered to him and (ii) no claim for indemnification may be made until and thereafter only to the extent that the aggregate of Damages for which the Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or would otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitybe liable exceeds $75,000.

Indemnification by Sellers. Subject to the conditions Each Seller shall, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directorsits Representatives and affiliates (the “Buyer Indemnitees”) from, officers, managers and employees ("Buyer Indemnified Parties") from and against and in with respect of to any and all Lossesaction or cause of action, asserted againstloss, resulting todamage, imposed upon claim, obligation, liability, penalty, fine, cost and expense (including without limitation reasonable attorneys’ and consultants’ fees and costs and expenses incurred in investigating, preparing, defending against or incurred prosecuting any litigation, claim, proceeding, demand, or request for action by the Buyer Indemnified Partiesany Governmental Authority), directly of any kind or indirectly, by reason character (a “Loss”) arising out of or resulting from in connection with any of the following: (a) any liability or obligation breach of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation representations or breach of the warranties of Sellers either Seller contained in or made pursuant to any Transaction Document; Seller Agreement; (b) any failure by either Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to any Seller Agreement; (c) any noncompliance by Sellers with and all liabilities and obligations of either Seller, of any covenantskind or nature whatsoever, agreements whether accrued, absolute, contingent or undertakings of Sellers contained in otherwise, known or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; unknown, except for the Assumed Liabilities; (d) any employment related practicesCustomer Deliverable or component thereof manufactured, policiessold, Contractslicensed, decisionsleased or distributed by, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; services provided by, either Seller prior to the Effective Time; (e) any breach by Sellers the ownership, use and operation of any Scheduled Contract; the Purchased Assets prior to the Effective Time; (f) any pre-closing breach of or failure by Sellers of either Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to any Purchased Contract prior to the Effective Time; or (xg) any Contract assumed claim for Broker Fees owed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySellers.

Indemnification by Sellers. Subject to the terms and conditions and provisions of SECTION 12.4this Article VIII, if the Closing occurs, Sellers agree to jointly and severally shall indemnify, defend defend, and hold harmless Buyer Buyers and Buyer's their Affiliates, and its and their respective directorsRepresentatives (including each of the foregoing Person’s successors and permitted assigns) (collectively, officers, managers and employees ("the “Buyer Indemnified Parties") ”), from and against against, for and in respect of the full amounts (including any accrued interest) of, and shall pay and reimburse each of them for, any and all LossesLosses suffered, asserted againstsustained, resulting to, imposed upon incurred or incurred required to be paid at any time from and after the Closing by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6the extent based upon, arising out of, relating to or resulting from the businesses or because of: (a) any breach or inaccuracy of Sellers, or relating to or resulting from the Assets or the business and operations any of the Station during the period prior to the Closing Date; Seller Surviving Representations; (b) any misrepresentation breach or breach default in, or failure of any Seller to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under this Agreement, the warranties Closing Documents or any other certificate or instrument delivered by or on behalf of Sellers contained in or made any Seller pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; Excluded Liability; (d) as provided by Section 5.13(c)(B), any employment related practices, policies, Contracts, decisions, actions uncured breach or omissions default by Sellers with respect to any Seller of Sellers' employees any Real Property Lease or former employees Third Party Lease that is disclosed in a Lease Estoppel or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orSeller Estoppel; and (e) any breach by Sellers enforcement of this Article VIII resulting from the failure of any Scheduled ContractSeller to indemnify any Buyer Indemnified Party in accordance with the terms hereof; (f) provided, that in no event will Sellers have any pre-closing breach by Sellers of either (x) indemnification obligations under this Article VIII, from and after the Environmental Liability Assumption Date for any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityEnvironmental Liabilities.

Indemnification by Sellers. (a) Subject to the conditions terms and provisions of SECTION 12.4this Article XII, Sellers agree to indemnifyMajority Shareholders shall, defend jointly and severally, defend, indemnify and hold harmless Buyer Buyer, its Affiliates and Buyer's its and their respective officers, directors, officersshareholders, managers employees and employees agents and its and their respective successors, assigns, heirs, executors, administrators, receivers, trustees and other legal representatives (collectively the "Buyer Indemnified PartiesGroup") harmless at all times from and after the Closing Date immediately on demand from, against and in respect of any of, and all Losses, asserted against, resulting to, imposed upon or incurred by shall reimburse the Buyer Indemnified PartiesGroup for, directly or indirectlyany Damages incurred, sustained, suffered by reason of or resulting from (a) any liability or obligation of or claim against to the Buyer Indemnified Parties (whether absoluteGroup, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6them, arising out of, relating to or resulting from the businesses of Sellersfrom, incurred in connection with, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; sustained as a result of: (bi) any misrepresentation inaccurate representation made by or breach on behalf of the warranties any of Sellers contained in or made pursuant to this Agreement, any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers Ancillary Agreement or any Affiliate of Sellers certificate, instrument or document delivered pursuant hereto or thereto; or; (eii) any breach by Sellers of any Scheduled Contractwarranty made by or on behalf of any of Sellers in or pursuant to this Agreement, any Ancillary Agreement, or any certificate, instrument or document delivered pursuant hereto or thereto; or (fiii) any pre-closing breach breach, default, nonfulfillment, nonperformance or nonobservance by any of Sellers in the performance, fulfillment, or observance of either (x) any Contract assumed of the obligations, covenants or agreements which are to be performed, fulfilled or observed by Buyer or on behalf of any of Sellers in or pursuant to SECTION 2.6(B) (III) this Agreement, any of the Ancillary Agreements or (y) any Additional Agreement that constitutes an Assumed Liability.certificates, instruments or documents delivered pursuant hereto or thereto;

Indemnification by Sellers. Subject (a) Except as provided in (b), each Seller, severally and not jointly, shall indemnify and hold harmless Parent and Buyer and, after the Closing Date, the Companies (collectively, "Parent and Buyer Indemnitees"), from any liability, obligations, fines, penalties, settlements, damages, claims, interest, awards and judgments, costs and expenses, including reasonable attorneys' fees and other reasonable costs and expenses of investigating or contesting any of the foregoing (collectively, "Losses"), suffered or incurred by any of them for, or arising out of or based upon, or relating to the conditions breach of any representation, warranty, agreement or covenant of such Seller contained in this Agreement or any document or certificate of such Seller referenced in Section 1.4 relating thereto. (b) Xxxxxx and provisions Xxxxx Xxxxxx (collectively, the "Eitings"), jointly and severally, shall indemnify and hold harmless the Parent and Buyer Indemnitees from any Losses suffered or incurred by any of SECTION 12.4them for, Sellers agree or arising out of or based upon, or relating to the breach of any representation, warranty, agreement or covenant of any Company contained in this Agreement or any document or certificate of any Company referenced in Section 1.4 relating thereto. Without limiting the generality of the above indemnity, Eitings, jointly and severally, shall indemnify, defend and hold harmless Parent and Buyer and Buyer's their respective officers, directors, officersemployees and agents, managers and employees ("Buyer Indemnified Parties") from and against and in respect of against, any and all Lossesfunding and other costs, asserted againstincluding the fees for any attorney or consultant, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason to bring into compliance with its terms and applicable law any Employee Plan that is not in compliance with its terms and applicable law as of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; , whenever such fees are incurred and whether or not it is known as of the Closing Date that the Employee Plan is not in compliance with its terms or applicable law or that the Employee Plan is not fully funded, including, but not limited to, any Losses in an aggregate amount of up to $200,000 (bthe "EP Cap") incurred as a result of (i) amendments to any Employee Plan that were not properly adopted, (ii) any misrepresentation late filings of Forms 5500 or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; other required reports and (ciii) any noncompliance prohibited transactions with respect to participant loans (the matters identified in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "Outstanding Employee Plan Matters"). Xxxxxx and Xxxxx Xxxxxx specifically acknowledge and agree that any Losses incurred by Sellers with any covenantsBuyer, agreements Parent, Precision Strip or undertakings of Sellers contained Transport in or made pursuant an aggregate amount not to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers exceed the EP Cap with respect to any of Sellers' employees or former employees or otherwise Outstanding Employee Plan Matters shall not be subject to the limits set forth in Section 9.6. (c) Except for amounts owed by any Seller for any Shortfall under Section 6.3 with respect to any employee benefit plan or arrangement sponsored or maintained by which Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by shall pay Parent and Buyer pursuant directly unless Parent and Buyer elect to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitymake a claim against the Holdback, Parent and Buyer shall, subject to the limitations set forth in Section 9.6 if applicable, submit all claims for indemnifiable Losses under this Section 9.2 to the Escrow Holder for payment from the Holdback in accordance with the Holdback Agreement.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this Article VIII, each of Asset Sellers agree to and Xxxxx X. Xxxxxxxxxx will jointly and severally indemnify, defend and hold harmless Buyer and Buyer's respective ’s officers, directors, officersmanagers, managers members, employees, agents, Affiliates and employees Subsidiaries, including officers and directors of any Affiliate or Subsidiary of Buyer ("collectively, the “Buyer Indemnified Parties") ” and together with the Seller Parties, the “Indemnitees”), after the Closing, from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or Losses incurred by Buyer Parties to the Buyer Indemnified Partiesextent such Losses are based upon, directly or indirectly, by reason arise out of or resulting from relate to (a) a breach of any liability representation or obligation warranty of any Seller set forth in this Agreement or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or in any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Transaction Documents, (b) any misrepresentation failure to perform or breach comply with any of the warranties covenants of Sellers contained set forth in this Agreement or made pursuant to in any of the Transaction Document; Documents, (c) any noncompliance by Sellers with any covenantsExcluded Liabilities, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practicesand all Taxes for which Seller is responsible pursuant to this Agreement or for which Seller is otherwise responsible under any applicable Law. Notwithstanding anything else in this Agreement, policies, Contracts, decisions, actions or omissions by Sellers with respect to any the covenant in Section 5.6(d)(iv) regarding Sellers’ obligation to provide COBRA continuation coverage, to the extent that Buyer or its Affiliates become responsible for providing such COBRA continuation coverage, each of Sellers' employees the Asset Sellers and Xxxxx X. Xxxxxxxxxx will jointly and severally indemnify, defend and hold harmless Buyer or former employees or otherwise with respect its Affiliates for the actual cost of group health plan benefit claims without regard to any employee benefit plan timing limitation or arrangement sponsored or maintained the limitations imposed by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySection 8.7.

Indemnification by Sellers. (a) Subject to the conditions terms and provisions of SECTION 12.4this Article XII, Sellers agree to indemnifyshall, defend severally and not jointly and severally, defend, indemnify and hold harmless Buyer Buyer, its Affiliates and Buyer's its and their respective officers, directors, officersshareholders, managers employees and employees agents and its and their respective successors, assigns, heirs, executors, administrators, receivers, trustees and other legal representatives (collectively the "Buyer Indemnified PartiesGroup") harmless at all times from and after the Closing Date immediately on demand from, against and in respect of any of, and all Losses, asserted against, resulting to, imposed upon or incurred by shall reimburse the Buyer Indemnified PartiesGroup for, directly or indirectlyany Damages incurred, sustained, suffered by reason of or resulting from (a) any liability or obligation of or claim against to the Buyer Indemnified Parties (whether absoluteGroup, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6them, arising out of, relating to or resulting from the businesses of Sellersfrom, incurred in connection with, or relating sustained as a result of: (i) any inaccurate representation made by or on behalf of any of Sellers in or pursuant to this Agreement, any Ancillary Agreement or resulting from any certificate, instrument or document delivered pursuant hereto or thereto; or (ii) any breach of any warranty made by or on behalf of any of Sellers in or pursuant to this Agreement, any Ancillary Agreement, or any certificate, instrument or document delivered pursuant hereto or thereto; or (iii) any breach, default, nonfulfillment, nonperformance or nonobservance by any of Sellers in the Assets performance, fulfillment, or the business and operations observance of any of the Station during obligations, covenants or agreements which are to be performed, fulfilled or observed by or on behalf of any of Sellers in or pursuant to this Agreement, any of the period Ancillary Agreements or 42 any certificates, instruments or documents delivered pursuant hereto or thereto; and including any failure to pay or discharge any of the Retained Liabilities; or (iv) any breach or violation of any agreement, Contract or understanding between a third party and any of Sellers or any of their agents or Affiliates, or a breach of any fiduciary or other duty owed to such third party by any of Sellers or any of their agents or Affiliates; or (v) any products shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or (vi) any other actions, inactions, deeds or courses of conduct of any of Sellers or any other Persons acting on their behalf. (b) In addition to the provisions of Section 12.2(a), Sellers, severally and not jointly and severally, will defend, indemnify and hold harmless the Buyer Group, and each of them, and will reimburse the Buyer Group, and each of them, for any misrepresentation Damages (including Costs of Remediation and other costs of cleanup and containment) arising from or breach in connection with any environmental, health, and safety liabilities arising out of or relating to: (1) the ownership, operation, or condition at any time on or prior to the Closing Date of the warranties of Sellers contained in Owned Real Property or made pursuant Leased Property (the "Facilities") or the Acquisition Assets, or (2) any Hazardous Materials or other contaminants that were present therein or thereon at any time on or prior to any Transaction Document; the Closing Date. (c) Each of the Members shall be severally liable for his pro rata portion of any noncompliance by Sellers with any covenantsDamages of the Buyer Group. For example, agreements or undertakings if all amounts due under the Notes have been paid and/or made subject to offset, and the Buyer Group sustains Damages in the amount of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers $400,000.00 with respect to any a matter for which the Sellers have an obligation of Sellers' employees indemnification (and the Company does not make such payment to the Buyer Group), then T. Xxxxxx Xxxxxxx shall be liable for $220,000.00 (55% of $400,000.00) and each of the other Members shall be liable for a portion of the $400,000.00 in Damages corresponding to his or former employees or otherwise with respect her percentage of ownership of the Membership Interests in the Company owned as of the Closing Date, such Membership Interest percentages being as set forth on the signature page to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate this Agreement opposite the name of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityeach Member.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4terms hereof, Sellers agree each Seller agrees to indemnifydefend, defend indemnify and hold harmless Buyer each Buying Party, its Affiliates and Buyer's their respective directorsRepresentatives, officers, managers successors and employees assigns ("Buyer Indemnified PartiesPurchaser Indemnitees") ), from and against any claim, liability, expense, encumbrance, penalty, assessment, judgment, cost, loss or other damage (including reasonable attorneys' fees and in respect of any and all Lossesexpenses) (collectively, "Claims") asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, any Purchaser Indemnitee by reason of or of, resulting from or arising out of: (a) any liability breach by any Seller of any representation or obligation warranty made by such Seller in Section 4 of this Agreement or in any document executed and delivered by or on behalf such Seller to any Buying Party at Closing with respect to the transactions contemplated by this Agreement; (b) any breach or non-performance by any Seller of any covenant or agreement made by such Seller in this Agreement or in any document executed and delivered by or on behalf of such Seller to any Buying Party at Closing with respect to the transactions contemplated by this Agreement; (c) failure to comply with any bulk sale statutes applicable to the transactions contemplated by this Agreement; (d) the enforcement of the indemnification rights under this Section 7; (e) notwithstanding the disclosure of any matters on Schedules 4.9(a) through (g), any and all Environmental Liabilities that may be imposed upon or incurred by them arising out of or claim against Buyer Indemnified Parties in connection with: (whether absolutei) any and all Environmental Conditions, accruedknown or unknown, contingent existing on or otherwise and whether a contractual prior to the Closing Date on, at or underlying any other type of liability the Real Property, (ii) any acts or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, omissions of the Sellers relating to the ownership or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations operation of the Station during the period Business on or prior to the Closing Date; , (bii) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees on-site or former employees off-site handling, storage, treatment or otherwise with respect disposal of any Hazardous Materials generated by any Seller on or prior to any employee benefit plan the Closing Date, or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (eiii) any breach by Sellers of any Scheduled Contractrepresentation or warranty contained in Section 4.9 hereof; and (f) any pre-closing breach the conduct of the Business by the Sellers or the ownership or use of either the Acquired Assets by the Sellers before the Closing, except to the extent the Claim (xi) any Contract assumed by Buyer pursuant to SECTION 2.6(Bis an Assumed Liability, (ii) (IIIis described in Section 7.1(e) or (yiii) is based on or arises out of matters addressed in any Additional Agreement that constitutes an Assumed Liabilityrepresentation or warranty contained in Section 4 (other than the representation and warranty contained in Section 4.31), including the Schedules in the Disclosure Letter, without regard to any materiality or knowledge qualifications.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4applicable limitations set forth in Section 10.05 hereof, Sellers agree to indemnifyshall, defend jointly and hold harmless Buyer severally, indemnify Buyers and Buyer's their respective Affiliates, directors, officers, managers employees, and employees their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") from and against and in respect hold each of them harmless from any and all damage, claim, action, suit, proceeding, judgment, loss, liability, cost and expense (including reasonable attorneys' fees and expenses) collectively, "Losses, asserted against, resulting to, imposed upon ") incurred or incurred suffered by the any Buyer Indemnified Parties, directly or indirectly, by reason Party arising out of or resulting relating to: (i) any breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement or in any Transaction Document; or (ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability claim for Product Manufactured by either Seller prior to the Closing Date, regardless of when any such claim accrues, arises or is asserted, provided, however, that Sellers shall not be responsible to the extent such claim results from (aA) any liability negligent acts or obligation omissions of either Buyer, (B) any marketing or claim against promotional statements, claims or assertions of either Buyer Indemnified Parties with respect to Products sold after the Closing Date, or (whether absoluteC) any change, accruedmodification or manipulation of the Products in any way by either Buyer or by any third party; or (vi) the presence, contingent or otherwise and whether a contractual alleged presence, of digitalis or any other type of liability or obligation or claim) not expressly assumed contaminant in plantain which is an ingredient in any Product Manufactured by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period either Seller prior to the Closing Date; or (bvii) any misrepresentation statement made prior to the Closing Date by or breach on behalf of either Seller that any Governmental Body asserts created drug status for any Product that did not comply with all requirements of Law applicable to drugs, provided, however, that Sellers shall not be responsible for any statements made in catalogs or other marketing materials released or distributed after the warranties of Closing Date. Notwithstanding anything herein to the contrary, Sellers contained in or made pursuant to shall be responsible for any Transaction Document; (c) any noncompliance Products Manufactured by Sellers with any covenantsprior to Closing to the extent that said Products were contaminated, agreements misbranded or undertakings of Sellers contained in or made pursuant adulterated prior to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityClosing.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Agreement, each Seller shall severally (in accordance with such Seller’s Pro Rata Share) and provisions of SECTION 12.4, Sellers agree to indemnify, defend not jointly indemnify and hold harmless Buyer, Buyer Parent, their respective Affiliates (including, after the Closing, the Company and Buyer's its subsidiaries), and their successors and permitted assigns, and their respective officers, directors, officersmanagers, managers shareholders, members, employees and employees agents ("collectively, the “Buyer Indemnified Parties") from and against Persons”), against, and in respect of of, any and all LossesLosses suffered, asserted againstsustained, incurred or paid by any Buyer Indemnified Person resulting to, imposed upon from or incurred arising out of (i) any breach of any of the representations and warranties set forth in Article III of this Agreement; (ii) any breach or violation by the Buyer Indemnified Parties, directly or indirectly, Company of any covenant in this Agreement that by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant its terms is to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellersbe performed, or relating to or resulting from the Assets or the business and operations of the Station during the period prior that prohibits actions, subsequent to the Closing Date; or (iii) any Taxes that are the responsibility of Sellers pursuant to Section 6.4, except to the extent that such Taxes are taken into account in determining the Final Unit Purchase Price. (b) Each Seller shall, severally and not jointly, indemnify and hold harmless the Buyer Indemnified Persons against, and in respect of, any misrepresentation and all Losses suffered, sustained, incurred or breach paid by any Buyer Indemnified Person resulting from or arising out of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers such Seller of any Scheduled Contract; representation and warranty made by such Seller in Article IV of this Agreement, (fii) any pre-closing breach or violation by Sellers such Seller of either any covenant in this Agreement by such Seller that by its terms is to be performed, or that prohibits actions, subsequent to the Closing Date, or (xiii) any Contract assumed by Taxes that are the responsibility of Buyer or Buyer Parent pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySection 6.4.

Indemnification by Sellers. Subject to the conditions From and provisions of SECTION 12.4after Closing, Sellers agree to indemnify, defend each Seller shall jointly and severally indemnify and hold harmless Buyer Buyer, its Affiliates, officers and Buyer's respective directors, officersemployees, managers agents, and employees representatives, and any Person claiming by or through any of them, as the case may be ("each, a “Buyer Indemnified Parties") Indemnitee”), from and against and in respect of any and all LossesLosses arising out of or resulting from: (a) any representations and warranties made by either Seller in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate; (b) any failure by either Seller to perform any of its covenants, asserted againstagreements, resulting toor obligations in this Agreement; (c) the activities and operations of either Seller prior to Closing; (d) the employment by either Seller of, imposed upon or incurred by services rendered to it by, any finder, broker, agency, or other intermediary, in connection with the Buyer Indemnified Partiestransactions contemplated hereby, directly or indirectlyany allegation of any such employment or services; (e) any Excluded Assets or Excluded Liabilities; (f) Taxes of either Seller; and (g) any New Store Expenses. If, by reason of or resulting from (a) the claim of any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, third party relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees the matters subject to such indemnification, an Encumbrance, attachment, garnishment, or former employees execution is placed or otherwise with respect made upon any of the properties or assets owned or leased by Buyer, in addition to any employee benefit plan indemnity obligation of each Seller under this Section 8.1, each Seller shall be jointly and severally obligated to furnish a bond sufficient to obtain the prompt release of such Encumbrance, attachment, garnishment or arrangement sponsored or maintained by Sellers or any Affiliate execution within five days from receipt of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitynotice relating thereto.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4Each Seller, Sellers agree to indemnifyjointly but not severally, defend shall indemnify and hold harmless Buyer and Buyer's respective directors, each of its officers, managers managers, members, agents and employees representatives ("collectively, the “Buyer Indemnified Parties"”) from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Losses that Buyer Indemnified Parties, directly Parties may suffer or indirectly, sustain by reason of or resulting from arising out of (a) any liability inaccuracy in any representation or obligation warranty of Sellers contained in ARTICLE III, except to the extent that the same has been modified or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellersupdated as set forth elsewhere herein, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties any covenant or agreement of Sellers contained in this Agreement (the amount of such Losses, the “Sellers Indemnifiable Amount”). Except for Claims (as such term is defined below) made further any breach of a Seller Fundamental Representation, all Claims made by Buyer shall be satisfied from the Escrow Deposit and the escrowed Buyer Shares; notwithstanding the foregoing, if Sellers (i) terminate this Agreement other than as set forth in Section 8.01 or made pursuant (ii) breach the provisions of Section 5.03, in addition to any Transaction Document; (c) any noncompliance all other remedies and damages Buyer may be entitled to further to the provisions hereof, Sellers shall be responsible to pay Buyer in cash for all costs and expenses incurred by Sellers Buyer in connection with the preparation of this Agreement and the Ancillary Agreements and all accounting costs and expenses incurred in connection with any covenants, agreements or undertakings audit of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Company’s financial statements.

Indemnification by Sellers. Subject to the conditions Each of Xxxxxx X. Xxxxxxx and provisions of SECTION 12.4Sellers, Sellers agree to indemnifyjointly and severally, defend shall indemnify and hold harmless Buyer Purchaser and BuyerPurchaser's respective officers, directors, officersemployees and shareholders (collectively, managers and employees ("Buyer Purchaser Indemnified Parties") from and harmless against and in respect of any and all Losseslosses, costs, expenses, claims, damages, obligations and liabilities (whether known or unknown, whether asserted againstor unasserted, resulting towhether absolute or contingent, imposed whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including costs of investigation and interest, penalties and reasonable attorneys' fees and disbursements ("Damages"), net of any proceeds from insurance or any other collateral source, which any Purchaser Indemnified Party may suffer, incur or become subject to arising out of, based upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from otherwise in respect of: (a) any liability inaccuracy in or obligation breach of any representation or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent warranty of either Seller made in or otherwise and whether a contractual pursuant to this Agreement or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing DateSeller Transaction Document; (b) any misrepresentation breach or breach nonfulfillment of the warranties any covenant or obligation of Sellers either Seller or Xxxxxx X. Xxxxxxx contained in this Agreement or made pursuant to any Seller Transaction Document; (c) any noncompliance finder's or broker's fee due or claimed to be due by Sellers reason of any third party acting on Sellers' behalf in connection with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsthe transactions contemplated by this Agreement; (d) any employment related practices, policies, Contracts, decisions, actions liability or omissions by Sellers with respect to any other obligation of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers oreither Seller other than the Assumed Liabilities; and (e) any breach by Sellers matters referenced in Sections 3.4, 3.8(e) and 3.19 of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Disclosure Statement.

Indemnification by Sellers. Subject (a) From and after the Effective Time, subject to the conditions and other provisions of SECTION 12.4this Article X and Section 9.1, the Sellers agree to indemnifyin accordance with their respective Pro Rata Share in the case of Section 10.1(a)(i), defend and Andrey Ogandzhanyants, in the case of Section 10.1(a)(ii) (as applicable, the “Indemnifying Parties”) shall indemnify and hold harmless Buyer Parent, Merger Sub, the Surviving Company, and Buyer's each of their respective Affiliates and its and their respective officers, directors, officersmanagers, managers and employees employees, agents or representatives of each of the foregoing ("Buyer collectively, the “Parent Indemnified Parties"”) against any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to: (i) a percentage (the “Contribution Percentage”) of any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to the Match Litigation (the “Match Damages”), as follows; (A) in respect of the first $20,000,000 of Match Damages, the Contribution Percentage shall be 100%; (B) in respect of the next $80,000,000 of Match Damages, the Contribution Percentage shall be 70%; and (C) in respect of the next $300,000,000 of Match Damages, the Contribution Percentage shall be 50%, in each case only to the extent that a Match Resolution has not been achieved prior to the Measurement Time; and (ii) any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to the Quack Restructuring. (b) Any and all indemnification payments required to be made to Parent Indemnified Parties in accordance with Section 10.1(a)(i) shall be made solely from the Match Indemnification Holdback Amount and/or by withholding or setting off against any Earn-Out Payment pursuant to Section 2.14(i) (it being understood that the right of set-off against any Earn-Out Payment is on a Seller by Seller basis). (c) If and against to the extent an indemnification payment is required to be made pursuant to Section 10.1(a)(i), Parent shall provide notice of such payment to the Seller Representative no later than five (5) Business Days after the determination of such indemnification payment as provided in this Article X and such payment shall reduce on a dollar-for-dollar basis the then outstanding amount of the Match Indemnification Holdback Amount. Notwithstanding anything to the contrary herein, if in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant payment required to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or be made pursuant to Section 10.1(a)(i) the amount of the remaining balance of the Match Indemnification Holdback Amount on the date that any Transaction Document; such indemnification payment is to be made to the Parent Indemnified Parties is insufficient to cover the total amount of such indemnification payment (csuch deficiency between the amount in the Match Indemnification Holdback Amount and the total amount of the indemnification payment, the “Deficiency Amount”), then the Parties acknowledge and agree that (i) (A) the amount of any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made Earn-Out Payment that is due and payable pursuant to Section 2.14 shall be reduced by the amount of such Deficiency Amount and (B) if any Transaction Document including without limitation any failure Deficiency Amount remains outstanding following the reduction of such Earn-Out Payment to comply zero in accordance with applicable Bulk Sales laws; the foregoing clause (d) any employment related practicesA), policies, Contracts, decisions, actions or omissions by Sellers with respect then (to any the extent the obligations of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer the Parties under Section 2.14 have not ceased pursuant to SECTION 2.6(BSection 2.14(h)) (III) the “Maximum Earn-Out Payment” shall be reduced by the amount of such outstanding Deficiency Amount that so remains, or (yii) any Additional Agreement that constitutes an Assumed Liabilityif no Earn-Out Payment is then due and payable pursuant to Section 2.14, then (to the extent the obligations of the Parties under Section 2.14 have not ceased pursuant to Section 2.14(h)) the “Maximum Earn-Out Payment” shall be reduced by the amount of such Deficiency Amount.

Indemnification by Sellers. Subject to the other terms and conditions of this Article 6, (a) each Seller shall, severally and provisions not jointly, indemnify and defend each of SECTION 12.4Buyer, Sellers agree to indemnifyand its Affiliates (including the Company), defend and hold harmless Buyer and Buyer's any of their respective officers, directors, officersmanagers, managers employees, agents, stockholders or members (each, a “Buyer Indemnitee”) against, and employees ("Buyer Indemnified Parties") shall hold each of them harmless from and against against, and in respect shall pay and reimburse each of them for, any and all LossesLosses incurred or sustained by, asserted againstor imposed upon, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Indemnitees based upon, arising out of, relating with respect to or resulting by reason of, without duplication: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article 2 (other than the Fundamental Representations in Article 2); (ii) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in the Fundamental Representations in Article 2; (iii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement; and (iv) the claims released by such Seller and its Affiliates pursuant to Section 5.9; (b) each Seller shall, severally and not jointly, indemnify and defend each of the Buyer Indemnitees against, and shall hold each of them harmless from the businesses and against, and shall pay and reimburse each of Sellersthem for, any and all Losses incurred or sustained by, or relating imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or resulting from by reason of, without duplication: (i) any inaccuracy in or breach of any of the Assets representations or warranties of the Sellers or the business Seller Representative contained in this Agreement (other than Fundamental Representations in Article 3 and operations other than the representations and warranties of the Station during Sellers contained in Article 2) or in any certificate or statement delivered by the period Sellers Representative pursuant to this Agreement; (ii) any inaccuracy in or breach of any of any Fundamental Representation in Article 3; (iii) any and all Pre-Closing Taxes; (iv) any Transaction Expenses; and (v) any Funded Indebtedness incurred, or pursuant to Contracts entered into by the Company, prior to the Closing. Notwithstanding any provision to the contrary in this Agreement, no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to this Section 6.2 or any other provision of the Agreement for any Losses attributable to Taxes: (i) resulting from any transaction of the Company occurring on the Closing Date but after the Closing (other than in the Ordinary Course of Business); (ii) to the extent such Taxes are reflected in the Price Components set forth in the Estimated Purchase Price Statement or the Purchase Price Statement, as applicable; or (iii) of Buyer, the Company or any Subsidiary thereof (A) attributable to any taxable period (or portion thereof) beginning after the Closing Date; , or (bB) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any taxable period (or portion thereof) beginning on or before the Closing Date and ending after the Closing Date, attributable to the portion of Sellers' employees or former employees or otherwise such taxable period deemed to begin after the Closing Date in accordance with Section 7.1. Except as set forth in this Section 6.2, no Seller shall have any responsibility to indemnify any Buyer Indemnitee with respect to Tax liabilities. For purposes of this Section 6.2, all representations and warranties shall be read for purposes of determining whether an inaccuracy or breach has occurred and for purposes of determining the amount of Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of such inaccuracy or breach, without regard to any employee benefit plan or arrangement sponsored or maintained by Sellers qualifications as to Material Adverse Effect, materiality or any Affiliate of Sellers or; correlative term contained in any such representations and warranties (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant except for the reference to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability“Material Adverse Effect” in Section 3.5(ii)).

Indemnification by Sellers. Subject (a) After the Closing, subject to the conditions and other provisions of SECTION 12.4this Article X, the Sellers agree to indemnify, defend and holders of Options shall indemnify and hold harmless Buyer Purchaser and Buyer's respective its officers, directors, officersemployees and Affiliates (collectively, managers and employees ("Buyer “Purchaser Indemnified Parties"”) from and against any costs, liabilities, losses, claims, actions, judgments, cause of action, expenses or damages (excluding punitive damages unless obtained by a third party, but including reasonable attorney’s fees and in respect of any and all cost) (“Losses, asserted against, resulting to, imposed upon ”) that Purchaser incurs or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason suffers arising out of or resulting from (ai) any liability breach of any representation or obligation warranty by Holdings contained in Article IV of this Agreement, other than the representations or claim against Buyer warranties set forth in Section 4.10 (except for those set forth in Sections 4.10(e)(i), (ii) and (iv) and Section 4.10(g)) or (ii) the breach by Holdings or the Stockholders Representative (in its capacity as such) of any agreement or covenant of Holdings or the Stockholders Representative, respectively, contained in this Agreement or (iii) the matters set forth on Schedule 10.2(a)(iii). (b) After the Closing, subject to the other provisions of this Article X, each Seller, to the extent any such Losses (except as noted below) are not satisfied from the Escrow Funds, shall indemnify and hold harmless Purchaser and the Purchaser Indemnified Parties (whether absolute, accrued, contingent or otherwise from and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, against all Losses arising out of, relating to of or resulting from (i) the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the such Seller’s representations or warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance severally by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers such Seller with respect to any of Sellers' employees themselves in Article III or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (eii) any the breach by Sellers such Seller of any Scheduled Contract; (f) any pre-closing breach by Sellers agreement or covenant of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) such Seller contained in this Agreement other than the covenants in Sections 2.1, 6.4, 6.7, 6.8, 6.15 or (y) any Additional Agreement that constitutes an Assumed Liability6.

Indemnification by Sellers. Subject to this Article VII, each Seller jointly and severally with each other Seller, on their behalf and on behalf of their successors, assigns, or his or her successors, executors, administrators, estate, heirs and assigns (collectively, for the conditions purposes of this Section 7.2, the “Seller Indemnifying Parties”, and provisions of SECTION 12.4each individually, Sellers agree a “Seller Indemnifying Party”) agrees, to indemnifydefend, defend indemnify and hold harmless Buyer Buyer, its Affiliates (including, after the Closing, the Company and Buyer's the Subsidiaries), and their respective officers, directors, officersemployees and agents and each of the heirs, managers successors and employees assigns of any of the foregoing ("collectively, the “Buyer Indemnified Parties"” and, individually, a “Buyer Indemnified Party”) harmless from and against and in respect of any and all damages, liabilities, losses, claims, obligations, liens, assessments, judgments, Taxes, fines, penalties, costs and expenses, as the same are incurred, of any kind or nature whatsoever (excluding any consequential, special, exemplary or punitive damages, or any multiple of damages) (“Losses, asserted against, resulting to, imposed upon ”) which are sustained or incurred suffered by the any such Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Party based upon, arising out of, relating to or resulting from the businesses by reason of: (a) any breach of Sellers, any representation or relating to or resulting from the Assets warranty made by such Seller or the business and operations of Company in (i) this Agreement, Company, Ancillary Agreement or Seller Ancillary Agreement, (ii) the Station during Schedules hereto, (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by any Seller or the period prior Company pursuant to the Closing Date; this Agreement; (b) any misrepresentation or breach of any covenant or obligation of the warranties of Sellers contained Company or such Seller in this Agreement or made in any other certificate, document, writing or instrument delivered by the Company or any Seller pursuant to any Transaction Documentthis Agreement; and/or (c) any noncompliance broker’s, finder’s, financial advisor’s or other similar fees and commissions payable in connection with the transactions contemplated by Sellers with any covenants, agreements this Agreement based upon arrangements made by or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any on behalf of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers , the Company or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Company.

Indemnification by Sellers. Subject to the conditions and other provisions of SECTION 12.4this Article XI, Sellers agree to indemnify, defend shall for a period of two (2) years from and after the Closing Date Severally indemnify and hold harmless Buyer and Buyer's respective defend Purchaser and its stockholders, directors, officers, managers employees, representatives and employees agents (collectively, in this Article XI hereof referred to as the "Buyer Indemnified PartiesPURCHASER INDEMNIFIED PARTIES") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Losses suffered or incurred by the Buyer Purchaser Indemnified Parties, directly or indirectly, by reason Parties after the Closing as a result of or resulting from arising out of: (a) any liability The falsity or obligation incorrectness of or claim against Buyer Indemnified Parties (whether absolutebreach of any representation or warranty of Sellers in this Agreement or in any schedule, accrued, contingent certificate or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed agreement furnished to Purchaser by Buyer Sellers pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Datethis Agreement; or (b) The failure by Sellers to perform any misrepresentation covenant or breach agreement of Sellers under this Agreement or under any schedule, certificate or agreement furnished to Purchaser by Sellers pursuant to this Agreement; provided, however, in addition to Section 11.5 hereof, the liability of each Seller under this Section 11.2 shall be limited to a percentage of each claim brought under this Article 11 determined by dividing (a) the amount of the warranties of Sellers contained in or made Purchase Price received by each Seller, by (b) the Purchase Price less the liabilities satisfied pursuant to any Transaction Document; (cSection 7.2(c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityhereof.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, Sellers agree to (a) Remington shall indemnify, defend and hold harmless each Buyer and Buyer's respective Pure Fishing and its officers, directors, officersemployees, managers agents and employees representatives ("the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Lossesfrom, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any and all losses, damages, claims, obligations, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation, claim, proceeding or demand), of Sellers' employees any kind or former employees character (a “Loss”) arising out of or otherwise in connection with any of the following: (i) any breach of any of Remington’s or RA Brands’ representations or warranties contained in this Agreement; (ii) any failure by Remington or RA Brands to perform or observe, or to have performed or observed, any covenant, agreement or condition to be performed or observed by either of them pursuant to this Agreement; or (iii) any and all liabilities and obligations of Remington and RA Brands of any kind or nature whatsoever related to the (i) Excluded Assets, (ii) their ownership of the Purchased Assets and operation of the Business prior to the Effective Time, or (iii) Excluded Liabilities, in each case whether accrued prior to the Effective Time, absolute, contingent or otherwise, known or unknown, except for liabilities and obligations under the Assumed Contracts accruing after the Effective Time. (b) RA Brands shall indemnify, defend and hold harmless the Buyer Indemnitees from, against, and with respect to any employee benefit plan and all Losses arising out of or arrangement sponsored or maintained by Sellers or in connection with any Affiliate of Sellers or; the following: (ei) any breach by Sellers of any Scheduled Contract; of RA Brands’ representations or warranties contained in this Agreement; (fii) any pre-closing breach failure by Sellers of either RA Brands to perform or observe, or to have performed or observed, any covenant, agreement or condition to be performed or observed by it pursuant to this Agreement; or (xiii) any Contract assumed by Buyer pursuant and all liabilities and obligations of RA Brands of any kind or nature whatsoever related to SECTION 2.6(Bthe (i) Excluded Assets, (IIIii) its ownership of the Purchased Assets which it purported to own and convey and operation of the Business prior to the Effective Time, or (yiii) any Additional Agreement that constitutes an Excluded Liabilities, in each case whether accrued prior to the Effective Time, absolute, contingent or otherwise, known or unknown, except for liabilities and obligations under the Assumed LiabilityContracts accruing after the Effective Time.

Indemnification by Sellers. Subject to (a) From and after the conditions Closing, each of the Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall defend, defend reimburse, indemnify and hold harmless Buyer each of the Purchasers and Buyer's respective its shareholder, directors, officers, managers employees and employees agents, (each such person being referred to as a "Buyer Indemnified PartiesSeller Indemnifier Party") from and against and in respect of: (i) Any and all liabilities and obligations of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofnature whatsoever, relating to or resulting from ISG and/or the businesses Business that accrue prior to the Closing and are not assumed by Purchasers in accordance with the terms of Sellersthis Agreement. (ii) Any and all actions, suits, claims, or relating legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party, including but not limited to claims made by any regulatory agency (each a "Proceeding"), to the extent that any such Proceeding pertains to any occurrence, action, inaction or resulting from the Assets or the business and operations of the Station during the period transaction occurring prior to the Closing Date; . (iii) Any and all damages, losses, deftciencies, liabilities, costs and expenses incurred or suffered by any Seller Indemnified Party that result from, relate to or arise out of (A) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of any of the Sellers under this Agreement or from any misrepresentation in or omission from any certificate, response to due diligence, schedule, statement, document or instrument furnished by any of the Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement or (B) the information set forth on Schedule 4.11(b) to the extent that such information pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (iv) Any claim by any former officer, employee, or creditor of the Business to the extent that any such claim pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (v) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 7.1. (vi) Any and all matters for which indemnification is lo be provided by NBS or any other "Seller" under the NBS Purchase Agreement. (b) Notice must be given within a reasonable time after discovery of any misrepresentation fact or breach bcircumstance on which a Seller Indemnified Party could claim indemnification ("Claim" or "Claims"). The notice shall describe the nature of the warranties Claim, if the Claim is determinable, the amount of the Claim, or if not determinable, an estimate of the amount of the Claim. Each Seller Indemnified Party agrees to use its reasonable best efforts to minimize the amount of the loss or injury for which it is entitled to indemnification. The Sellers contained in shall at all times have the primary obligation of defending any Claim and shall pay all costs and attorneys' fees associated therewith whether or made pursuant not the action is brought directly against a Seller Indemnified Party. The Seller Indemnified Party shall have the right to any Transaction Documentselect counsel to defend the Claim; provided that the identity of such counsel is acceptable to Sellers and Sellers do not unreasonably withhold their consent to such selection. Notwithstandfing the foregoing, each Seller Indemnified Party shall be entitled, at its cost and expense, to have counsel of its own choosing assume the defense of such Claim against lt. (c) any noncompliance by Sellers with any covenantsNo Claim for which indemnification is asserted shall be settled or compromised without the written consent of the Seller Indemnified Party, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; and such consent shall not be unreasonably withheld. (d) any employment related practicesA Claim shall be deemed finally resolved in the event a matter is submitted to a court, policies, Contracts, decisions, actions or omissions upon the entry of judgment by Sellers with respect to any a court of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityfinal uthority.

Indemnification by Sellers. Subject in all respect to the conditions and provisions of SECTION 12.4this Section 6.15, Sellers agree to the Sellers, severally and not jointly, shall indemnify, defend defend, and hold harmless Buyer the Purchaser and Buyer's respective directorseach of its Affiliates, officers, managers managers, directors, employees, agents, and employees representatives ("Buyer Indemnified Parties"each, a “Purchaser Indemnitee”) after the Closing Date from and against and in respect of any and all Losses, asserted against, resulting toand shall reimburse each Purchaser Indemnitee for all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys’ fees and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees) (a “Loss” or “Losses”) imposed upon or incurred by the Buyer Indemnified Partiessuch Purchaser Indemnitee, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, indirectly arising out of, relating to to, or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (bi) any misrepresentation or breach of any representation or warranty contained in Article II hereof or in any certificate delivered by the warranties Sellers pursuant to this Agreement, (ii) any breach by the Sellers in any material respect of any covenant or agreement of the Sellers contained in or made arising out of this Agreement and (iii) any claims by Xxxxxx, Xxxxxxxx & Co., Inc. pursuant to Section 6.17 hereof for broker fees in connection with its services rendered to the Sellers and/or the Company in connection with this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Sellers shall not be in any Transaction Document; (c) way liable for any noncompliance misrepresentation or breach of any representation or warranty contained in Article III hereof or in any certificate delivered by Sellers with the Company pursuant to this Agreement or for any covenants, agreements breach by the Company of any covenant or undertakings agreement of Sellers the Company contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any arising out of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythis Agreement.

Indemnification by Sellers. Subject to From and after the conditions Closing, Sellers, DMI and provisions of SECTION 12.4, Sellers agree to indemnify, defend DMR shall jointly and severally indemnify and hold harmless Buyer CrossAmerica and Buyer's its affiliates and each of their respective directors, officers, managers partners, stockholders, managers, members, representatives, employees and employees agents ("Buyer collectively, the “CrossAmerica Indemnified Parties") ”), from and against any liability, loss, damage, judgment, fine, penalty, demand, settlement, claim, cost or expense (including, without limitation, expenses of investigation and in respect defense and reasonable fees and disbursements of counsel), Liens (except Permitted Liens) or other obligations of any and all nature whatsoever (collectively, “Losses”), asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason any of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise them and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of from: (a) any breach or inaccuracy in any representation or warranty by Sellers, DMI or relating DMR set forth in this Agreement (or any certification contained in a certificate delivered pursuant to this Agreement) (without, in each case, giving effect to any materiality or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Material Adverse Effect qualifiers); (b) any misrepresentation breach by Sellers, DMI or breach DMR of the warranties any of Sellers contained their covenants or agreements set forth in or made pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with claim, action, suit, proceeding or investigation of any covenantskind, agreements at law or undertakings of Sellers contained in equity, arising from acts, omissions, events or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions other conditions that occurred or omissions by Sellers existed with respect to any of Sellers' employees the Locations or former employees other Assets at any time prior to the Closing Date for such Location or otherwise with respect to any employee benefit plan Asset (whether commenced before or arrangement sponsored after the Closing Date and whether or maintained by Sellers or any Affiliate of Sellers not disclosed in the Diligence Report); (d) the Excluded Assets; or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Excluded Liabilities.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 6, Sellers, jointly and provisions of SECTION 12.4severally (but in any event subject to Section 6.4(d) below), Sellers agree to will indemnify, defend and hold harmless Buyer, the Company, each of their respective Subsidiaries, Affiliates, and successors and assigns (the “Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties"Indemnitees”) from and against and in respect the entirety of any and all LossesAdverse Consequences that any Buyer Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or provided that an indemnification claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer with respect to such Adverse Consequence is made pursuant to SECTION 2.6this Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to to, in the nature of, or resulting from caused by (i) any breach or inaccuracy of any representation or warranty made in Article 3 or (ii) any breach of any covenant or agreement of the businesses of Company or the Representative in this Agreement. (b) Sellers, jointly and severally, agree that they shall (but in any event subject to Section 6.4(d) below) pay and otherwise fully satisfy and discharge all Designated Excluded Liabilities, and shall (but in any event subject to Section 6.4(d) below) indemnify, defend and hold all Buyer Indemnitees harmless from, and shall (but in any event subject to Section 6.4(d) below) reimburse all Buyer Indemnitees for, all Adverse Consequences that any Buyer Indemnitee may suffer or relating incur in connection with any Designated Excluded Liabilities. (c) Subject to the terms and conditions of this Article 6, each Seller, severally and not jointly, will indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or resulting from incur (including any Adverse Consequences they may suffer or incur after the Assets or the business and operations end of the Station during the period any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the Closing Date; end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers or inaccuracy of any Scheduled Contract; representation or warranty made by such Seller in Section 2.1 or (fii) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) covenant or (y) any Additional Agreement that constitutes an Assumed Liabilityagreement of such Seller in this Agreement.

Indemnification by Sellers. Subject to the conditions and other provisions of SECTION 12.4this Article XI, Sellers agree to each Seller shall jointly and severally indemnify, defend and hold harmless Buyer Buyers and Buyer's its Subsidiaries and Affiliates and their respective employees, directors, officers, managers stockholders, representatives and employees agents (collectively, the "Buyer Indemnified PartiesBuyers Group") from and against against, and in respect of pay or reimburse, as the case may be, the Buyers Group for, any and all LossesDamages, asserted againstas incurred, resulting tosuffered by Buyers or any other member of the Buyers Group based upon, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason arising out of or resulting from otherwise in any way relating to or in respect of: (a) any liability falsity, breach or obligation inaccuracy of any representation or claim against Buyer Indemnified Parties warranty made by any Seller herein or in any certificate or other document delivered pursuant hereto; (whether absoluteb) any breach or violation of any covenant or agreement of any Seller or the contained herein or in any certificate or other document delivered pursuant hereto; (c) the Retained Assets; (d) the Excluded Liabilities (including, accruedwithout limitation, contingent any Liability which is not an Assumed Liability that may become a Liability of Buyers by statute, regulation, common law or otherwise and whether a contractual the failure by any Seller to pay, perform or otherwise discharge any other type Excluded Liabilities in accordance with their terms); (e) Sellers' conduct of liability the Business on or obligation or claim) not expressly assumed by Buyer pursuant prior to SECTION 2.6the Effective Time, including, without limitation, any Liabilities based upon, arising out of, relating to or resulting from the businesses otherwise in respect of Sellersany events, actions, occurrences, omissions, circumstances or relating to conditions whatsoever occurring or resulting from the Assets existing on or the business and operations of the Station during the period prior to the Closing Date; Effective Time, whether asserted prior to, on or after the Effective Time (b) any misrepresentation or breach of except to the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that extent the same constitutes an Assumed Liability); or (f) the enforcement by the Buyers Group of their rights to be indemnified, defended and held harmless under this Agreement.

Indemnification by Sellers. Subject Effective upon the Closing and subject to the conditions and other provisions of SECTION 12.4this Article X, Sellers agree to indemnifyeach Seller, defend severally and not jointly, shall defend, indemnify and hold harmless Buyer Buyer, its Affiliates (including, after the Closing, Crude JV) and Buyer's all of their respective managers, partners, directors, officers, managers and employees owners ("collectively, the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Losses, Losses asserted against, resulting tofrom, imposed upon or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Indemnitees as a result of or resulting from arising out of: (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absoluteAggregate Consideration Deficit, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant subject to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Section 2.5(b)(i); (b) any misrepresentation or breach of the warranties of Sellers contained in Seller Fundamental Representations or made pursuant to any Transaction Document; Crude JV Fundamental Representations; (c) any noncompliance by Sellers with breach of any covenantsrepresentation or warranty in Article III, agreements Article IV or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsthe Seller Certificates (other than the Seller Fundamental Representations and the Crude JV Fundamental Representations); and (d) any employment related practicesfailure by such Seller to comply with any covenant or agreement of such Seller contained in this Agreement, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate failure by Crude JV to comply on or prior to Closing with any covenant or agreement of Crude JV contained in this Agreement that is required to be performed by Crude JV on or prior to Closing. For the avoidance of doubt, Sellers or; (e) shall be obligated, severally and not jointly, to indemnify the Buyer Indemnitees pursuant to, and subject to the terms and limitations of, this Article X for any breach by Sellers of any Scheduled Contract; (f) representation or warranty in Article III, Article IV or the Seller Certificates or the failure by Crude JV to comply prior to Closing with any pre-closing breach by Sellers covenant or agreement of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityCrude JV contained in this Agreement.

Indemnification by Sellers. Subject to the other terms and conditions and provisions of SECTION 12.4this Article VI, Sellers agree to shall, jointly and severally, defend, indemnify, defend and hold harmless Buyer Buyer, its Affiliates, and Buyer's their respective shareholders, members, directors, managers, officers, managers and employees ("Buyer Indemnified Parties") from and against against: (a) all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys’ fees and disbursements (collectively, a “Loss”), arising from or relating to any inaccuracy in respect or breach of any of the representations or warranties of either Seller contained in this Agreement or any document delivered in connection herewith; (b) any Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by either Seller pursuant to this Agreement or any document delivered in connection herewith; or (c) the amount of any imputed underpayment (as described in Section 6225 of the Code) imposed on the Company and all Lossesallocable to any Seller or attributable to the Controlling Interest during taxable years, asserted againstor portions thereof, resulting towhen Sellers owned the Controlling Interest (the “Seller Ownership Period”), or any other income tax assessment imposed upon on the Company under any similar provision of state or incurred by local law and allocable to the Buyer Indemnified PartiesSellers or attributable to the Controlling Interest during the Seller Ownership Period. For purposes of this Agreement, “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellerscontract, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityotherwise.

Indemnification by Sellers. Subject (a) Effective upon the Closing and subject to the conditions and provisions of SECTION 12.4Sections 10.1 and 10.4 and the other Sections of this Article 10, Sellers agree to indemnifyeach Seller shall, defend severally and not jointly, defend, indemnify and hold harmless Buyer the Partnership, Buyer, their respective Affiliates and Buyer's all of their respective managers, partners, directors, officers, managers and employees owners ("collectively, the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Losses, Losses (up to but not exceeding the amount of the Aggregate Consideration received by such Seller) asserted against, resulting tofrom, imposed upon or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Indemnitees as a result of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; : (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers such Seller of the Seller Title Representations; and (ii) any failure by such Seller to comply with any covenant or agreement of such Seller contained in this Agreement, whether or not any such failure was discovered or known before or after Closing. (b) Effective upon the Closing and subject to the provisions of Sections 10.1 and 10.4 and the other Sections of this Article 10, each Seller shall, jointly and severally, defend, indemnify and hold harmless the Buyer Indemnitees from and against all Losses asserted against, resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of or arising out of: (i) any breach of the Company Title Representations; (ii) any breach of any Scheduled Contractof the representations or warranties contained in Article 4 of this Agreement other than the Company Title Representations (for which indemnity is provided pursuant to Section 10.3(b)(i)); and (fiii) any pre-closing breach failure to obtain any Release pursuant to Section 6.6(b) and any Claim for indemnification by Sellers a current or former manager, director, employee or officer of either FrontStreet Company related to or arising out of or based upon such director’s or officer’s activities as such prior to the Closing, whether such Claim is made under the Organizational Documents of either FrontStreet Company, under any Contract or otherwise. (xc) Effective upon the Closing and subject to the provisions of Sections 10.1 and 10.4 and the other Sections of this Article 10, ASC shall defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of or arising out of: (i) any Contract assumed by Buyer Aggregate Consideration Deficit; (ii) any Third-Party Debt (other than Third-Party Debt incurred to fund Required Capital Expenditures), Expenses, Change of Control Amounts and Severance Adjustment Amounts that do not result in a reduction in the Aggregate Consideration pursuant to SECTION 2.6(B) Section 2.3; and (III) or (yiii) any Additional Agreement that constitutes an Assumed LiabilityBuyer Indemnified Taxes.

Indemnification by Sellers. Subject From and after the Closing, subject to the conditions limitations set forth in Section 7.2(c), the Sellers shall, and provisions shall cause each of SECTION 12.4their respective Affiliates to, Sellers agree to jointly and severally, indemnify, defend and hold harmless Buyer the Buyers and Buyer's each of their respective Affiliates, and each of their respective directors, officers, managers employees, partners, equity holders and employees agents and other representatives ("the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all LossesDamages incurred or suffered by any Buyer Indemnitee arising out of or in connection with (i) any inaccuracy or breach (as of the date hereof or as of the Closing Date) of any of the Specified Representations made by Sellers in this Agreement, asserted against(ii) any breach of any covenant or agreement made by Sellers in this Agreement, resulting toor (iii) the Excluded Liabilities (including any Misallocated Asset/Liability as finally allocated to the Excluded Liabilities in accordance with Section 7.1, imposed upon (iv) the ownership or incurred operation of the Excluded Assets, (v) non-compliance, if any, with the provisions of the Bulk Sales Act (Ontario), or (vi) non-compliance, if any, with the provisions of Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provision under any other applicable provincial or territorial Tax legislation, to the extent that the Damages suffered by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) Indemnitees do not expressly assumed by Buyer pursuant also relate to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers Parent of any Scheduled Contract; (f) representation, warranty, covenant or obligation contained in this Agreement or any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Ancillary Agreements.

Indemnification by Sellers. (a) Subject to the conditions limitations set forth in this Agreement, each of the Sellers jointly and provisions of SECTION 12.4severally, Sellers agree agrees promptly to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") the Purchaser from and against and in respect of any and all Lossesassessments, asserted againstjudgments, resulting todebts, imposed upon obligations, liabilities, losses, costs, damages or expenses (including interest, penalties and reasonable out-of-pocket fees, expenses and disbursements in connection with any action, suit or proceeding) net of insurance proceeds actually received (collectively, “Damages”), suffered, paid or incurred by the Buyer Indemnified Parties, directly Purchaser or indirectly, by reason of or the Company resulting from (a) or caused by or arising out of any liability breach of the representations and warranties made by any Seller to the Purchaser in this Agreement or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual in any Schedule hereto or any other type certificate delivered hereunder (provided; that liability for the representations and warranties in Section 2.4 and 2.5, which are made severally, rather than jointly and severally, shall be several). In addition, each of liability the Sellers severally agree promptly to indemnify, defend and hold harmless the Purchaser from and against any and all Damages suffered, paid or obligation incurred by the Purchaser or claim) not expressly assumed the Company resulting from or caused by Buyer pursuant to SECTION 2.6, or arising out of, relating of any failure by such Seller to perform any of his or resulting from the businesses of Sellers, her covenants or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; agreements contained in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, indemnification under Section 6.1(a) is subject to the limitations that (i) the aggregate amount of all payments required to be made by any misrepresentation or breach Seller in satisfaction of claims for indemnification pursuant to Section 6.1(a) shall not exceed the portion of the warranties then fair market value of the Shares delivered to him and (ii) no claim for indemnification may be made until and thereafter only to the extent that the aggregate of Damages for which the Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or would otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitybe liable exceeds $25,000.

Indemnification by Sellers. Subject to (a) From and after the conditions Closing, each of the Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall defend, defend reimburse, indemnify and hold harmless Buyer each of the Purchasers and Buyer's respective its shareholders, directors, officers, managers employees and employees agents, ("Buyer each such person being referred to as a (“seller Indemnified PartiesParty") from and against and in respect of; (i) Any and all liabilities and obligations of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofnature whatsoever, relating to or resulting from NBS and/or the businesses Business that accrue prior to the Closing and are not assumed by Purchasers in accordance with the terms of Sellersthis Agreement. (ii) Any and all actions, suits, claims, or relating legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party, including but not limited to claims made by any regulatory agency (each a "Proceeding"), to the extent that any such Proceeding pertains to any occurrence, action, inaction or resulting from the Assets or the business and operations of the Station during the period transaction occurring prior to the Closing Date; . (iii) Any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Seller Indemnified Party that result from, relate to or arise out or (A) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of any of the Sellers under this Agreement or from any misrepresentation in or omission from any certificate, response to due diligence, schedule, statement, document or instrument furnished by any of the Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement or (B) the information set forth on Schedule 4.11(b) to the extent that such information pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (iv) Any claim by any former officer, employee, or creditor of the Business that pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (v) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 7.1. (vi) Any and an matters for which indemnification Is to be provided by ISG or any other "Seller" under the ISG Purchase Agreement. (b) Notice must be given within a reasonable time after discovery of any misrepresentation fact or breach circumstance on which a Seller Indemnified Party could claim indemnification ("Claim" or "Claims"). The notice shall describe the nature of the warranties Claim, if the Claim is determinable, the amount of the Claim, or if not determinable, an estimate of the amount of the Claim. Each Seller Indemnified Party agrees to use its reasonable best efforts to minimize the amount of the loss or injury for which it is entitled to indemnification. The Sellers contained in shall at all times have the primary obligation of defending any Claim and shall pay all costs and attorneys' fees associated therewith whether or made pursuant not the action is brought directly against a Seller Indemnified Party. The Seller Indemnified Party shall have the right to any Transaction Documentselect counsel to defend the Claim; provided that the identity of such counsel is acceptable to Sellers and Sellers do not unreasonably withhold their consent to such selection. Notwithstanding the foregoing, each Seller Indemnified Party shall be entitled, at its cost and expense, to have counsel of its own choosing assume the defense of such Claim against it. (c) any noncompliance by Sellers with any covenantsNo Claim for which Indemnification is asserted shall be settled or compromised without the written consent of the Seller Indemnified Party, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; and such consent shall not be unreasonably withheld. (d) any employment related practicesA Claim shall be deemed finally resolved in the event a matter is submitted to a court, policies, Contracts, decisions, actions or omissions upon the entry of judgment by Sellers with respect to any a court of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityfinal authority.

Indemnification by Sellers. Subject to the conditions Section 10.6, Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall indemnify Purchaser and its Affiliates, defend and hold harmless Buyer its and Buyer's their respective directorsemployees, officers, managers directors, successors and employees assigns ("Buyer Indemnified Parties"collectively, “Purchaser Indemnitees”) and agree to reimburse and hold them harmless from and against against, and in respect of, on a dollar for dollar basis, all claims, liabilities, damages, payments, obligations, losses, costs and expenses (including reasonable attorneys’ fees, court costs, expert witness fees, transcript costs and other expenses of litigation), and judgments (at law or in equity) (collectively, “Losses”) incurred or suffered by any of them and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason arising out of or resulting from any of the following: (ai) any liability breach of, nonfulfillment of, or obligation failure to perform any agreement or covenant of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual any Seller or any of their Affiliates contained herein or in any of the Seller Ancillary Documents; (ii) any breach of any warranty or representation of any Seller or any of their Affiliates contained herein or in any Seller Ancillary Document; provided that (A) representations and warranties made by Sellers by execution of this Agreement are made only as of the date hereof (other type than those made as of liability or obligation or claima specified date, which are made as of such specified date), (B) not expressly assumed the Closing Date Representations and Warranties as certified by Buyer Sellers pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations Section 8.1(b) are made only as of the Station during date hereof and as of the period prior Closing (other than those made as of a specified date, which are made as of such specified date), (C) for purposes of this Section 10.1, the Effective Time Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) shall be deemed to be made only as of the date hereof and as of the Effective Time (other than those made as of a specified date, which are made as of such specified date), but not as of the Closing (and references in such certificate to the Closing Date; or Closing Date shall be deemed to refer to the Effective Time for purposes of this Section 10.1(a)(ii)) and (bD) any misrepresentation or breach for purposes of this Section 10.1, all representations and warranties in respect of the warranties of Sellers contained in or made pursuant December 2007 Unaudited Financial Statements (including the Balance Sheet) shall be deemed to any Transaction Documentrefer to the Audited Financial Statements (including the balance sheet included therein); (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.53

Indemnification by Sellers. Subject to the other terms and conditions and provisions of SECTION 12.4this ARTICLE VI, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against after the Closing, the Sellers jointly and severally (other than with respect to any claim for indemnification alleging any inaccuracy in respect or breach of Section 3.05 as it relates to or references Sellers or any Seller or any breach by either Seller of Section 5.09, as to which the Sellers’ obligations shall be several and not joint) shall indemnify the Buyer Indemnitees against, and shall hold the Buyer Indemnitees harmless from and against, any and all LossesLosses incurred or sustained by, asserted againstor imposed upon, resulting to, imposed upon or incurred by the Buyer Indemnified PartiesIndemnitees, directly arising out of or indirectly, by reason of of, related to or resulting from associated with: (a) any liability inaccuracy in or obligation breach of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during representations or warranties of the period prior to the Closing Date; Sellers contained in ARTICLE III of this Agreement; (b) any misrepresentation breach or breach non-fulfillment of any covenant, agreement or obligation to be performed by the warranties of Sellers contained in or made pursuant to any Transaction Documentthis Agreement; or (c) any noncompliance Indemnified Liabilities. Any claim asserted by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers the Buyer Indemnitees with respect to Losses incurred or sustained by, or imposed upon, any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer Indemnitee, whether asserted pursuant to SECTION 2.6(B) this Section 6.02 or otherwise, shall be satisfied first out of the Escrow Account, to the extent available, if the Escrow Account is then in being (III) it being understood that the payment of undisputed or (y) fully resolved claims under the Escrow Account shall take priority and precedence over any Additional Agreement that constitutes an Assumed Liabilityreserves for unresolved or disputed claims against the Escrow Account).

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this Article, the Sellers agree to jointly and severally, indemnify, defend and hold harmless Buyer the Shareholders, Series A Holder and Buyer's respective directorsChampion and their Affiliates, parents, stockholders, subsidiaries, officers, managers directors, employees, agents, successors and employees assigns ("Buyer the “Champion Indemnified Parties") Persons”), harmless from and against and in respect of any and all LossesLosses that any Champion Indemnified Person may suffer, asserted againstsustain, resulting to, imposed upon incur or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason become subject to arising out of or resulting from due to: (a) the non-fulfillment of any liability covenant, undertaking, agreement or other obligation of Acies or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing DateSellers under this Agreement or; (b) any misrepresentation action taken by Acies or breach Sellers and/or the operations of Acies prior to Closing that materially adversely impact the warranties of Sellers contained in or made pursuant to any Transaction Documenttransaction contemplated by this Agreement; (c) any noncompliance by known misstatement, breach of or inaccuracy of any material representation of Acies or Sellers with any covenants, agreements in this Agreement; or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any the breach by Sellers of any Scheduled Contract; representation, warranty or covenant of Acies or Sellers in this Agreement provided however, that the Sellers will not be liable under clause (fd) any pre-closing breach by of this Section 9.2 unless the aggregate amount of Losses exceeds the Threshold, in which event Sellers shall be liable for all Losses up to, including and exceeding the amount of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Threshold.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this Article IX, Sellers agree to indemnifyfrom and after the Closing, defend Purchaser and hold harmless Buyer its Affiliates and Buyer's their respective officers, directors, officersemployees, managers agents, successors and employees assigns ("Buyer each, a “Purchaser Indemnified Parties"Party”) shall be indemnified and held harmless by Sellers, severally but not jointly, from and against and in respect of any and all LossesLosses arising out of or resulting from: (a) any breach of or any inaccuracy in (i) any Seller Fundamental Warranty and (ii) any other representation or warranty made by a Seller contained in this Agreement; (b) any breach of or failure to perform any covenant or agreement by a Seller contained in this Agreement (other than Section 7.23); (c) subject to Section 2.02(c), asserted against, resulting the Excluded Liabilities; (d) any adjustment or change to or removal of tradelines for the Purchased Loans by Purchaser that is made pursuant to, imposed upon and in compliance with, a request by a Seller in accordance with Section 7.11; (e) all Excluded Taxes; provided, that the indemnification obligation under this Section 9.02(e) shall survive until 60 days following the expiration of the applicable statute of limitations (including any extensions thereof); or (f) 50% of any Losses suffered or incurred by the Buyer any Purchaser Indemnified Parties, directly or indirectly, by reason Party arising out of or resulting from the sale of insurance (a) any including rates), handling of claims or other liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to of or resulting from the businesses sales of Sellersinsurance or servicing by HLIC, HIDE or relating to or resulting from the Assets or the business and operations of the Station during the period FCNL prior to the Closing Date; (b) any misrepresentation or breach earlier of the warranties Closing Date or the closing of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenantsthe Enstar Stock Purchase Agreement, agreements or undertakings other than Losses arising as a result of Sellers contained in or made pursuant to any Transaction Document including without limitation any Purchaser’s failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityperform its obligations under the Purchaser Credit Insurance Administrative Services Agreement.

Indemnification by Sellers. Subject From and after the Closing and for the time periods and subject to the limitations and conditions set forth in this Article IX, each Seller and provisions of SECTION 12.4their Affiliates, Sellers agree jointly and severally, agrees to indemnify, defend indemnify and hold harmless Buyer and defend the Buyer's respective , its Affiliates, and Representatives, all of their successors and permitted assigns, and all of their officers, directors, officersmanagers, managers members, shareholders, employees and employees Representatives ("individually, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties"”) from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Damages that are sustained or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Parties arising out of or resulting from any of the following: (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolutebreach of, accrued, contingent or otherwise and whether a contractual or any other type of liability inaccuracy in, any representation or obligation warranty made by the Sellers in this Agreement or claim) not expressly assumed any certificate delivered by Buyer the Sellers pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; hereto; (b) any misrepresentation breach or breach default in performance by the Sellers of the warranties any of Sellers their covenants, agreements, or obligations contained in this Agreement or made any certificate delivered by the Sellers pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with any covenants, agreements Excluded Assets or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; Excluded Liabilities; (d) any employment Liabilities (including without limitation, Liabilities for Taxes), but excluding Assumed Liabilities, of any Seller or any Seller’s Affiliate which (i) are not included in the calculation of Net Working Capital and (ii) arise out of or are related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any the operation of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by the business of Sellers or any Affiliate of Sellers ortheir Affiliates for a period or portions thereof ending prior to the Effective Time; and (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(BClaims set forth on Schedule 9.2(e) (III) or (y) any the “Additional Agreement that constitutes an Assumed LiabilityCovered Claims”).

Indemnification by Sellers. Subject to (a) the conditions survival provisions set forth in Section 9.1 and provisions of SECTION 12.4(b) the other limitations set forth in this Article IX, Sellers agree to indemnify, defend shall jointly and severally indemnify and hold harmless Buyer Buyer, its successors and Buyer's respective directorsassigns (collectively, officers, managers and employees ("Buyer Indemnified Parties") from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys' fees) ("Losses") which Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) subject to the last paragraph of Section 6.2, any breach of the representations and warranties made by Sellers in or pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by Sellers at the Closing in accordance with the provisions of this Agreement; (ii) subject to the last paragraph of Section 6.2, any failure by Sellers to carry out, perform, or otherwise fulfill or comply with any covenant, agreement, undertaking, or obligation under this Agreement or the TBA Agreement; (iii) the Retained Liabilities; (iv) without limiting clause (iii) above, any and all losses, liabilities or damages resulting from the litigation required to be listed on Schedule 4.13; or (v) any suit, action or other proceeding brought by any governmental authority or other Person arising out of, or in any way related to, any of the matters referred to in Sections 9.3(i), 9.3(ii), 9.3(iii), or 9.3(iv); provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnified Parties in respect of any which such Buyer Indemnified Parties proposes to demand indemnification, such Buyer Indemnified Parties shall notify the Sellers thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all Lossessuit, asserted againstservice and claim documents, resulting to, imposed upon or incurred by all other relevant documents in the possession of the Buyer Indemnified Parties, directly or indirectlyand an explanation of the Buyer Indemnified Parties' contentions and defenses with as much specificity and particularity as the circumstances permit, by reason provided, that the failure of or resulting from (a) any liability or obligation of or claim against the Buyer Indemnified Parties to give such notice shall not relieve the Sellers of their obligations under this Section 9.3, except to the extent that the Sellers shall have been prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Sellers shall have the right within twenty (whether absolute20) days after receipt of such notice to assume the control of the defense, accruedcompromise or settlement of any such action, contingent or otherwise and whether a contractual or any other type of liability or obligation or suit, proceeding, claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofliability, relating to or resulting from the businesses of Sellersdemand, or relating assessment, including, at its own expense, employment of counsel; provided further, however, that if the Sellers shall have exercised their right to or resulting from assume such control, the Assets or Buyer Indemnified Parties may, in its sole discretion and expense, employ counsel to represent it (in addition to counsel employed by the business Sellers) in any such matter, and operations in such event counsel selected by the Sellers shall be required to cooperate with such counsel of the Station during Buyer Indemnified Parties in such defense, compromise or settlement for the period prior purpose of informing and sharing information with such Buyer Indemnified Parties. So long as the Sellers are defending in good faith any such claim or demand asserted by a third Person against the Buyer Indemnified Parties, the Buyer Indemnified Parties shall not settle or compromise such claim or demand. If the Sellers have assumed the defense of any such claim or demand, then they shall have the power and authority to settle or consent to the Closing Date; (b) any misrepresentation entry of judgment without the consent of Buyer if the judgment or breach of settlement results only in the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach payment by Sellers of the full amount of money damages, provided, that the Sellers have made arrangements for the payment of such damages in a manner reasonably satisfactory to Buyer; in all other events, the Sellers shall not consent to the entry of judgment or enter into any Scheduled Contract; (f) settlement without the prior written consent of the Buyer Indemnified Parties, which consent shall not be unreasonably withheld. The Buyer Indemnified Parties shall make available to the Sellers or their agents all records and other materials in the Buyer Indemnified Parties' possession reasonably required by them for their use in contesting any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) third party claim or (y) any Additional Agreement that constitutes an Assumed Liabilitydemand.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4limitations set forth in this Article 8, Sellers agree to each Seller will indemnify, defend and hold harmless the Buyer and Buyer's each of its Affiliates (including, after the Closing, each Acquired Company) and their respective directors, officers, managers shareholders, equity holders, partners, members, managers, employees, agents, consultants and employees advisors, the Representatives and Affiliates of each of the foregoing Persons, and the heirs, executors, administrators, successors and assigns of each of the foregoing Persons ("each, a “Buyer Indemnified Parties") from and Person”), from, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts fees and expenses), whether or not involving a Third-Party Claim (collectively, “Losses”), asserted against, resulting to, imposed upon or incurred by the which any such Buyer Indemnified PartiesPerson suffers, directly sustains or indirectlybecomes subject to as a result of, by reason arising out of or resulting from directly relating to: (a) any liability breach of, or obligation of inaccuracy in, any representation or claim against Buyer Indemnified Parties (whether absolutewarranty made by the Company in this Agreement in Article 3, accruedany Ancillary Agreement or in any document, contingent Schedule, instrument or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer certificate delivered pursuant to SECTION 2.6this Agreement (in each case, arising out ofas such representation or warranty would read if all qualifications as to materiality, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior including each reference to the Closing Datedefined term “Material Adverse Effect,” were deleted therefrom); (b) any misrepresentation breach of, or breach of the warranties of Sellers contained inaccuracy in, any representation or warranty made by such Seller in Article 4, any Ancillary Agreement or made in any document, Schedule, instrument or certificate delivered pursuant to any Transaction Documentthis Agreement (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect,” were deleted therefrom); (c) any noncompliance by Sellers with breach or violation of any covenants, agreements covenant or undertakings agreement of Sellers contained in or made pursuant the Company (including under Article 6 and Article 9) prior to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsClosing; (d) any employment related practicesbreach or violation of any covenant or agreement of a Seller (including under Article 6, policies, Contracts, decisions, actions this Article 8 and Article 9) in or omissions by Sellers with respect pursuant to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers this Agreement or any Affiliate of Sellers orAncillary Agreement; (e) any breach by Sellers Debt or Transaction Expenses not included in the calculation of any Scheduled Contractthe Purchase Price; and (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Specified Indemnity Matters.