Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives directors, officers, employees, successors or assigns (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers any Seller or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE VIII, the Sellers shall shall, jointly and severally indemnify severally, indemnify, defend and defend each of hold harmless Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, to the extent arising out of, with respect to of or by reason ofresulting from: (a) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Seller pursuant to this Agreement, the Agreement or any other Transaction Documents or any certificate or instrument Document delivered by or on behalf of a Seller pursuant to this Agreement; (c) any Transaction Expenses which have not been (i) paid prior to the Closing or (ii) deducted from the portion of the Consideration paid at Closing pursuant to Section 2.6(b)(ii); (d) any Excluded Asset or any Excluded Liability; orand/or (de) the assertion of any Third Party Claim based uponLiability as a result of non-compliance by any Seller or Buyer with the bulk sales or transfers laws of any jurisdiction, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior except to the Closing Dateextent arising as a result of Buyer’s failure to pay any Assumed Liability.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIEach Seller hereby agrees, Sellers shall jointly and severally severally, to indemnify and defend each of Buyer hold harmless Buyer, its affiliates and its Affiliates and their respective Representatives directors, officers, stockholders, partners, members, employees, and agents (individually, a "Buyer Indemnified Party" and collectively, "Buyer Indemnified Parties"), against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys and consultants) of any kind or nature whatsoever (collectively, "Losses"), but net of the “proceeds from any insurance policies or other third party reimbursement for such Losses, to the extent actually sustained, suffered or incurred by or made against any Buyer Indemnitees”) againstIndemnified Party, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, to the Buyer Indemnitees extent based upon, arising out of, with respect to of or by reason of: in connection with: (ai) any inaccuracy in or breach of any of the representations representation or warranties of Sellers contained warranty made by either Seller in this Agreement, the other Transaction Documents Agreement or in any certificate schedule, exhibit, certificate, agreement or other instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date ; (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bii) any breach or non-fulfillment of any covenantcovenant or agreement made by either Seller in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or obligation to be performed by Seller other instrument delivered pursuant to this Agreement; (iii) any claim made by any person or entity which relates to the operation of the Assets or the Business which arises in connection with or on the basis of events, the other Transaction Documents acts, omissions, conditions or any certificate other state of facts occurring on or instrument delivered by existing before the Closing Date; and (iv) any claim which arises in connection with any liability or on behalf obligation of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior . In no event shall Losses with respect to the Closing Dateindemnification obligations of the Sellers include any damages for lost profits, consequential damages, punitive damages or any special damages.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Sellers shall jointly Xxxxxxx will defend, indemnify, reimburse, and severally indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates Affiliates, and their respective Representatives (collectivelyshareholders, the “Buyer Indemnitees”) againstmembers, directors, managers, officers, and shall hold each of them harmless employees from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) all direct claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys’ fees and disbursements, consequential damages, or damages for lost profits (collectively, a “Loss,”), arising from or relating to any inaccuracy in or breach of any of the representations or warranties of Sellers such Member contained in this Agreement, the other Transaction Documents Agreement or any document delivered in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);connection herewith; or (b) any Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller Member pursuant to this Agreement, the other Transaction Documents Agreement or any certificate or instrument document delivered by or on behalf of Seller pursuant to this Agreementin connection herewith; (c) any Excluded Asset Loss arising from or relating to any Excluded Liabilitypending or potential litigation between Xxxx and SinglePoint Direct Solar LLC or related entities, including, but not limited to, the litigation disclosed on Schedule A; or (d) any Third Party Claim based upon, resulting Loss arising from or arising out relating violation of any contract or other instrument to which Xxxx is a party to, including, but not limited to, any non-compete agreement, non-solicitation agreement, or other employment agreements which would limit Xxxx' ability to enter this agreement. 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 businesspower to direct or cause the direction of the management and policies of a Person, operationswhether through the ownership of voting securities, propertiesby contract, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Dateotherwise.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE X, Sellers shall jointly and severally indemnify and defend each of Buyer Parent and its Affiliates (including AHP) and their respective Representatives representatives (collectively, the “Buyer "Parent Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers Seller contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement;; or (c) any Excluded Asset or any Excluded Liability; or (dlosses incurred by Buyer Indemnities ( including AHP ) any Third Party Claim based upon, resulting from or arising out as a result of the business, operations, properties, assets or obligations litigation set for on Schedule 7.18 of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.AHP Disclosure Schedules

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates and their respective Representatives (including the Company) (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers or SBE Holdco contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller Sellers or SBE Holdco pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents Sellers or any certificate or instrument delivered by or on behalf of Seller SBE Holdco pursuant to this Agreement; (c) without duplication of amounts deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 1.04(a)(i) or taken into account in the Post-Closing Adjustment, any Excluded Asset or any Excluded LiabilityPre-Closing Taxes; or (d) any Third Party Claim based upon, resulting from Transaction Expenses or arising out Indebtedness of the business, operations, properties, assets Company or obligations of Sellers or any SBE Holdco outstanding as of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior Closing to the extent not deducted from the Purchase Price in the determination of the Closing DateDate Payment pursuant to Section 1.04(a)(i) or taken into account in the Post-Closing Adjustment.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII7, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers the Company contained in this Agreement, the other Transaction Documents in any Ancillary Document or in any certificate or instrument delivered by or on behalf of Seller Sellers or the Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers or the Company pursuant to this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this AgreementAncillary Document; (c) any Excluded Asset Dissenting Share to the extent that amounts determined to be due to any holder of any Dissenting Share are greater than the Per Share Closing Consideration, provided that any costs or expenses related to any Excluded Liability; orproceeding arising out of any Dissenting Share (including reasonable attorneys’ fees or expenses) shall be shared equally by the Parties; (d) any Third Party Claim based upon, resulting from Transaction Expenses or arising out Indebtedness of the businessCompany outstanding as of the Closing, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the extent not deducted from (i) the Estimated Merger Consideration in the determination of the Aggregate Closing DateNet Cash Consideration pursuant to Section 2.3(a) or (ii) the final determination of the Merger Consideration pursuant to Section 2.4. (e) any inaccuracy contained in the Withholding Certificate; and (f) regardless of any disclosures made in the Schedules or otherwise, any Pre-Closing Taxes.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the businessacts or omissions of the Sellers, operationsto the extent relating to the ownership, propertiesoperation, assets use or obligations possession of Sellers or any of their Affiliates the Purchased Assets prior to the Closing (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date).

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller Sellers pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim third-party claim based upon, resulting from or arising out of the business, operations, properties, assets actions or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conductedthat were conducted on or prior to, existing or arising claims that accrued on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers all Sellers, on a joint and several basis, shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers any Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or; (d) any Third Party Claim based upon, resulting from or arising out of the businessBusiness, operations, properties, assets or obligations of Sellers any Seller or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) the Contract Disputes.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to or by reason ofto: (a) a. any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the any other Transaction Documents Document, or in any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) b. any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Seller Sellers pursuant to this Agreement, the any other Transaction Documents Document, or any certificate schedule, certificate, or instrument delivered by or on behalf of Seller pursuant to this Agreementexhibit related thereto; (c) any Excluded Asset or any Excluded Liability; or (d) c. any Third Party Claim based upon, resulting from from, or arising out of the business, operations, properties, assets assets, or obligations of Sellers or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing existing, or arising on or prior to the Closing Date. For purposes of this Agreement, "Third Party Claim" means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE IX, Sellers each Seller (severally and not jointly according to their Pro-Rata Share) shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset Transaction Expenses or any Excluded LiabilityIndebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i); or (d) (i) any Third Party Claim based uponbreach or non-fulfillment of any covenant, resulting from agreement, undertaking or arising out obligation of Sellers in ARTICLE VII; (ii) all Taxes of the businessCompany or relating to the business of the Company for all Pre-Closing Tax Periods; (iii) all Taxes of any member of an affiliated, operationsconsolidated, properties, assets combined or obligations unitary group of Sellers which the Company (or any predecessor of their Affiliates (other than the Assumed LiabilitiesCompany) conducted, existing is or arising was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring on or before the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim third party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall and Global Partners (including, without limitation, with respect to the Global GP Provisions), jointly and severally severally, shall indemnify and defend each of Buyer and its their Affiliates and their respective Representatives (collectively, the “Buyer Buyers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Buyers Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers or Global GP contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller Sellers or Global GP pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers or Global GP pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers or Global GP pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.. {W5940181.1}

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall jointly and severally shall, Jointly/Severally, indemnify and defend hold harmless Buyer and Buyer’s Affiliates, their respective equity holders, and the Representatives of each of the foregoing (each a “Buyer and its Affiliates and their respective Representatives (Indemnified Party” and, collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the any such Buyer Indemnitees Indemnified Party based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers or the Company contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset unpaid Closing Indebtedness or any Excluded Liability; orClosing Transaction Expenses; (d) any Third Party Claim based upon, resulting from current or arising out former director or officer of the businessCompany seeking or obtaining limitation of liability, operationsexculpation, propertiesindemnification, assets contribution, or obligations advancement or reimbursement of Sellers expenses from Buyer or any of Buyer’s Affiliates under any of their Affiliates respective Organizational Documents, any of the Tail Policies, or otherwise with respect to any Third-Party Claim or Direct Claim for which indemnification is sought by a Buyer Indemnified Person in accordance with this ARTICLE VII; or (other than e) any of the Assumed Liabilities) conducted, existing or arising matters set forth on or prior to the Closing Date.Annex F.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIVII, Sellers and their Affiliates (the “Seller Indemnitors”) shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents Ancillary Documents, the Master Subscription Agreement, or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; ; (c) any Excluded Asset or any Excluded Liability; or (d) the ProPoint Settlement Agreement or any breach thereof; (e) any failure of Migration of any Franchisee from the Opensalon Pro Software or the ProPoint Software to the Zenoti Software attributable to Sellers’ action or inaction, including Sellers’ breach of the Master Subscription Agreement or any agreement to which a Seller is a party; (f) any Action brought by ProPoint, its Affiliates, successors or assigns against Buyer or its Affiliates that arises as a result of any Migration pursuant to this Agreement or any other transaction contemplated hereby or under the ProPoint Settlement Agreement; or (g) any Third Party Claim based upon, resulting from or arising out of the Data Requirements, the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, and existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIVI, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers a Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers a Seller or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers all Sellers, on a joint and several basis, shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers any Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or; (d) any Third Party Claim based upon, resulting from or arising out of the businessBusiness, operations, properties, assets or obligations of Sellers any Seller or any of their its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) ) the Contract Disputes.

Indemnification by Sellers. Subject to the other terms and conditions of (a) Except as otherwise limited by this Article VIII, Sellers shall Sellers, jointly and severally severally, agree to defend, indemnify and defend each of Buyer and reimburse Buyer, its Affiliates affiliates, and their respective Representatives directors, officers and employees (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, for any and all Losses losses, liabilities, damages, (including fines, penalties, and civil or criminal judgments or settlements), costs (including court costs) and expenses (but including reasonable external attorneys’ fees) (collectively referred to herein as “Loss” or “Losses”) incurred or sustained byas a result of, or imposed upon, the Buyer Indemnitees based upon, arising out with respect to: (i) any breach of, or noncompliance by Sellers with, any representation, warranty, covenant or agreement made or undertaken by Sellers in this Agreement; provided that with respect to Losses resulting from breaches of any representation or warranty made by reason of: a Seller individually, and not jointly, each Seller shall only have an indemnifiable obligation hereunder with respect to its own breach and/or (aii) any inaccuracy third party claim, action, proceeding or suit alleging that the Company’s use of the Audio Files in its Business infringes or has infringed the copyrights of a third party or that the displaying, sale, marketing, distribution, reproduction, creation of derivative works of and sublicensing of any of such Audios by the Company prior to the date hereof constitutes a material breach of any of agreement or license to which the representations Company or warranties of Sellers contained in this Agreementis a party with respect to which a claim or legal action has been filed, threatened or initiated by the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as second anniversary of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);Date. (b) After the Closing, the right to indemnification in Section 8.2(a) shall be the exclusive remedy of the Buyer for any breach or non-fulfillment by Sellers of any covenant, agreement provision of or obligation to be performed by Seller pursuant to under this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE VIII, Sellers shall Sellers, jointly and severally (at Buyer’s discretion), shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers a Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Seller or Owner pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers a Seller or any of their Affiliates (other than the Assumed LiabilitiesPurchased Assets) conducted, existing or arising on or prior to the Closing Date.; OR

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE IX, the Sellers shall shall, jointly and severally severally, indemnify and defend each of the Buyer and its Affiliates and their respective Representatives and the Company (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents (excluding the Key Employment Agreement) or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Seller pursuant to this Agreement, the other Transaction Documents (excluding the Key Employment Agreement) or any certificate or instrument delivered by or on behalf of a Seller pursuant to this Agreement; (c) any Excluded Asset Indebtedness or any Excluded LiabilitySeller Transaction Expenses outstanding on the Closing Date; orand (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets items listed or obligations required to be listed on Section 4.18(a) or Section 4.18(b) of Sellers or the Disclosure Schedules; and (e) any of their Affiliates (other than the Assumed Liabilitiesitems listed on Section 9.02(e) conducted, existing or arising on or prior to of the Closing DateDisclosure Schedules.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, each of Sellers shall jointly and severally indemnify and defend each member of Buyer Group and its Affiliates and their respective Representatives (collectively, the “Buyer Group Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Group Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of any of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or; (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) the Bank Payoff Amount, and/or the Trade Payables Amount being greater than the amount or amounts set forth in this Agreement (including, without limitation, the applicable Disclosure Schedules to this Agreement).

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIISellers, Sellers shall jointly and severally severally, agree to indemnify and defend each of Buyer hold Purchasers and its Affiliates TESSCO and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them Affiliates harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred by Purchasers or sustained by, TESSCO or imposed upon, the Buyer Indemnitees based upon, any if its respective Affiliates in connection with or arising out of, with respect to from or by reason virtue of: (a) any inaccuracy breach by either Seller of or any failure by either Seller to perform any of its covenants, agreements, or obligations in or breach of under this Agreement or any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument document delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of hereto (including the Closing Date (except for representations and warranties that expressly relate Documents to which Sellers are a specified date, the inaccuracy in or breach of which will be determined with reference to such specified dateparty); (b) any breach or non-fulfillment of any covenant, agreement warranty or obligation to be performed by the inaccuracy of any representation of either Seller pursuant to contained in this Agreement, the other Transaction Documents Agreement or in any document or certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreementhereto; (c) any Excluded Asset of the Retained Liabilities; (d) either Seller’s failure to comply with or any Excluded Liabilitywaiver by Purchasers of compliance with the provisions of any Bulk Transfer Laws; (e) (i) the provisions of the Worker Adjustment and Retraining Notification Act, as amended, attributable to any actions taken by either Seller before, on, or after the Closing Date; (ii) any claims made by any employee of either Seller for any severance pay or termination pay by reason of any termination or deemed termination of such employee’s employment by either Seller (1) before, on, or after the Closing Date for any reason or (2) as a result of the transactions contemplated by this Agreement; or (iii) any claim made by any employee of either Seller for wrongful termination, discrimination, or violation of any labor or employment law arising out of facts occurring during the period when such employee was employed by either Seller; or (df) any Third Party Claim claim based uponon acts, resulting from events, or arising out omissions on the part of either Seller occurring before the businessClosing Date, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than except to the extent that liability for such claim is included among the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. (a) Subject to the other terms and conditions provisions of this Article VIII, from and after the Closing, Sellers shall jointly and severally agree to defend, indemnify and defend each of Buyer hold harmless Purchaser and its Affiliates and Affiliates, and, if applicable, their respective Representatives directors, officers, agents, employees, successors and assigns, each in their capacity as such (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred to the extent arising or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: resulting from (ai) any inaccuracy Retained Liability other than a [REDACTED], (ii) any breach by a Seller of any of its covenants or agreements contained in or this Agreement, (iii) any breach of any of the representations representation or warranties warranty of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, Agreement as of the date such representation of this Agreement or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except or for representations and warranties that expressly relate to a specified any representation or warranty specifically made as of an earlier date, the inaccuracy in or breach as of which will be determined with reference to such specified earlier date);, (iv) any Transfer Taxes for which Sellers are responsible pursuant to Section 10.8(a) or (v) [REDACTED]). (b) For purposes of determining whether there has been any breach or non-fulfillment inaccuracy in respect of any covenant, agreement representation or obligation warranty of Sellers entitling a Purchaser Indemnified Party to be performed by Seller indemnification for Losses pursuant to this AgreementSection 8.1, and for purposes of calculating the amount of any Losses to which a Purchaser Indemnified Party is entitled as a result of any such breach or inaccuracy, such representation or warranty shall not be deemed qualified or limited by any “material”, “materially”, “materiality”, “Material Adverse Effect” or other Transaction Documents similar materiality qualification or any certificate or instrument delivered by or on behalf of Seller pursuant limitation, including references to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Datedollar amounts.

Indemnification by Sellers. Subject to the other terms Each Seller and conditions of this Article VIIIeach Griley Family Member, Sellers shall jointly and severally indemnify severally, shall indemnify, defend, and defend each of Buyer and its Affiliates hold harmless Buyer, the Companies, Company Subsidiaries, and their respective Representatives successors and assigns, and their respective officers, directors, shareholders, members, managers, Representatives, employees, agents and Affiliates (collectively, the “Buyer Indemnitees”Indemnified Persons “) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them Buyer Indemnified Persons for, any and all Losses incurred losses, Liabilities, claims, obligations, damages, deficiencies, actions, judgments, regulatory, legislative or sustained byjudicial proceedings or investigations, assessments, levies, fines, penalties, costs, Legal Expenses, lost profits, or imposed upondiminution in value, the Buyer Indemnitees based uponwhether or not involving a third-party claim (collectively, “Losses”), arising out of, with respect to based upon or by reason ofin any way relating to: (a) any inaccuracy misrepresentation in or breach of any representation or warranty of any Seller set forth in Article IV of this Agreement or the representations or warranties of Sellers contained in this Agreementrelated Schedules, the other Transaction Documents or in any certificate Seller Document, certificate, transfer instrument, document, writing, or other instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; and (b) any misrepresentation in or breach or non-fulfillment of any covenantrepresentation or warranty of Sellers set forth in Article V (except Section 5.17(d)(v)), agreement or obligation to be performed by the related Schedules, or in any Seller pursuant to this AgreementDocument, the certificate, transfer instrument, document, writing, or other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement; (c) any Excluded Asset material breach or nonfulfillment of any Excluded Liability; orcovenant, agreement or other obligation of any Seller in this Agreement or in any Seller Document, certificate, document, writing or instrument delivered by such Seller pursuant to this Agreement; (d) any Third Party Claim based uponclaims by any third party to the extent caused by acts or omissions of the Companies or the Companies Subsidiaries on or prior to the Closing Date (i) relating to Existing Indebtedness, resulting from and (ii) claims for Losses which arise or arising arose out of Sellers’ operations of the business, operations, properties, assets Businesses or obligations by virtue of Sellers or any Sellers’ ownership of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising Companies on or prior to the Closing Date; (e) any of the Liabilities contemplated by Section 9.3; (f) any unpaid Sellers’ Transaction Expenses, including any investment banking, attorneys, and other professional fees and expenses and any bonuses paid or owing to employees, consultants or contractors of any Company (“Unpaid Sellers’ Transaction Expenses”); (g) any pending or presently threatened Proceeding, including claims by any current or former owner-operator, customer, employee, independent contractor, Governmental Authority or third party arising on or related to any periods prior to the Closing Date, including those Proceedings listed on Schedule 5.25; (h) any dividends or distributions or other obligations to any shareholder or purported shareholder; (i) any Retained Liabilities; (j) any ERISA Affiliate Liability; (k) any Liabilities arising from or with respect to Transportation Claims; (l) any fraud or intentional misrepresentation by or on behalf of the Companies or the Sellers; and/or (m) any enforcement of this Article VIII by Buyer Indemnified Persons.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers Each Seller shall jointly and severally indemnify indemnify, defend, save and defend each of hold Buyer and its officers, directors, employees, agents, Representatives and Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs, expenses and taxes (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, “Buyer Damages”) asserted against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the resulting to, required to be paid by or incurred by any Buyer Indemnitees based uponIndemnitee, directly or indirectly, in connection with or arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Retained Liability; (b) any breach or non-fulfillment inaccuracy of any covenant, agreement representation or obligation to be performed warranty made by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to in this Agreement; (c) any Excluded Asset breach, non-fulfillment, or non-performance of any Excluded Liabilitycovenant or agreement made by Sellers in or pursuant to this Agreement to which Sellers is or is to become a party; or (d) any Third Party Claim based uponand all liabilities for any violation of, resulting from noncompliance with or failure by any Seller existing on the Closing Date or arising out of the businessany transaction entered into, operations, properties, assets or obligations of Sellers or any state of their Affiliates (other than the Assumed Liabilities) conductedfacts existing, existing or arising on or prior to the Closing Date. During the term of the Escrow Agreement, Sellers shall pay to Buyer all Buyer Damages in accordance with the Escrow Agreement, and thereafter from immediately available funds.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE VIII, Sellers shall Sellers, jointly and severally severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers and the Company contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Seller Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller Sellers pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the other Transaction Documents sole remedy for any such breach, violation or any certificate or instrument delivered by or on behalf of Seller failure shall be pursuant to this AgreementARTICLE VI); (c) any Excluded Asset Transaction Expenses or any Excluded Liability; orIndebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i); (d) any Third Party Claim based uponinaccuracy in, resulting or breach of, the representations and warranties of Sellers contained in Section 3.13(b) (Inventory) of this Agreement; (e) any inaccuracy in, or breach of, the representations and warranties of Sellers contained in Section 3.14 (Accounts Receivable) of this Agreement; (1) Case No. 3:15-cv-13200-MGM, Polyzen, Inc. v. Dielectrics, Inc., in the United States District Court, District of Massachusetts, and (2) Case No. 3:17-cv-30128-MGM, Polyzen, Inc. v. Dielectrics, Inc., in the United States District Court, District of Massachusetts (Springfield), along with any subsequently filed cases that arise from or relate to the same circumstances as the foregoing (collectively, the “Litigation”); (g) any obligation arising out of section 2(b) of a Key Employees Non-competition, Non-solicitation, and Non-disclosure Agreements, in which case Sellers’ obligation shall be to pay 75% of thereunder (“Seller Portion”); and (h) the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing DateExcluded Assets.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII8, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (as) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Ancillary Agreements or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made 25 on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ; (bt) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents Ancillary Agreements or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; ; or (c) any Excluded Asset or any Excluded Liability; or (du) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers any Seller or any of their its Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, each of the Sellers agrees, on a joint and several basis (except with respect to the representations and warranties made by each Seller in Article III, for which each respective Seller shall jointly and severally be solely responsible), to indemnify and defend each of Buyer and its Affiliates (including, following the Closing, the Fidelity Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (which may include Taxes) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article III, or of the Sellers as to the Fidelity Companies contained in Article IV of this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller any Fidelity Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Applicable Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller any Fidelity Company pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement;; and (c) any Excluded Asset or any Excluded Liability; or except to the extent (di) any Third Party Claim based upontreated as a Liability in the calculation of Closing Net Working Capital, resulting from or arising out of (ii) attributable to the business, operations, properties, assets or obligations of Sellers or any of their Affiliates 338(h)(10) Election (other than with respect to a Tax imposed under Section 1374 of the Assumed LiabilitiesCode), or (iii) conductedattributable to the Fidelity Companies’ change from the cash method of accounting to the accrual method of accounting for federal and state income Tax purposes, existing (A) all Taxes of the Fidelity Companies or arising relating to their assets or activities or the Business (including without limitation any sales or similar Taxes on sales to customers) for all Pre-Closing Tax Periods; (B) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Fidelity Company (or any predecessor of any Fidelity Company) is or was a member on or prior to the Applicable Closing Date by reason of a Liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of state, local, or non-U.S. Law; and (C) any and all Taxes of any person imposed on any Fidelity Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Applicable Closing Date. Any Loss or Tax described in this Section 8.2(c) shall not be treated as contributing to any cap on liability under Section 8.4(a).

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents any Ancillary Document, or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents Ancillary Documents, or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability, subject to the Basket and Caps as set forth in Section 2.04 herein; or (d) any Third Party Claim third party claim based upon, resulting from from, or arising out of the business, operationsBusiness Operations, properties, assets assets, or obligations of Sellers any Seller, or any of their respective Affiliates (other than the Assumed Liabilities) conducted, existing existing, or arising on or prior to the Effective Time including, without limitation, Liabilities for Taxes related to any Pre-Closing DateTax Period, which shall be subject to the Basket and Caps, in the event it arises out of the inaccuracy in or breach of the representations or warranties of Sellers pursuant to Section 8.02(a) or an Excluded Asset or Excluded Liability and is subject to the Basket and Caps as set forth in Section 2.04.

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall Xxxxxxx jointly and severally shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers either Seller contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of either Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by either Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers or any of their Affiliates (other than the Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.