Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. BSC and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, directly or indirectly, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreements.

Indemnification by the Purchaser. BSC If the Closing shall occur, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each, each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, directly or indirectly, arising out of or resulting from: : (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); the Acquisition Documents; (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; the Acquisition Documents; (c) Liabilities, whether arising before or after the Closing, that are expressly assumed by the Purchaser pursuant to this Agreement, including the Assumed Liabilities; (d) Taxes, other than the Excluded Taxes, relating to the Purchased Assets, the Business or the Assumed Liabilities orfor any Post-Closing Tax Period; (e) claims arising after the Closing made by Transferred Employees relating to their employment with the Purchaser; and (f) any claim or cause of action by any third party relating to any action, with respect inaction, event, condition, liability or obligation relating to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country operation of the Business from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to Closing. To the extent arising or otherwise attributable to that the period after the applicable Employee Transfer Date, except Purchaser’s undertakings set forth in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall may be disregarded)unenforceable, (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties under Parties, provided, that, in no event shall the Ancillary AgreementsPurchaser’s liability exceed the amounts set forth in Section 8.04 hereof.

Indemnification by the Purchaser. BSC In accordance with the terms and its Affiliatessubject to the conditions of this Article VIII, officersfrom and after the Closing, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for shall indemnify and hold harmless the Company and SFS and their respective Representatives, from and against any and all Lossesdemands, directly claims, actions, 45 causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or indirectly, arising out incurred by any such Person as a result of or resulting from: (a) in connection with the breach of any representation or warranty made alleged breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (it being understood that all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for purposes of which indemnification is provided pursuant to this Section 8.03(a8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) all “materiality” qualifications and exceptions contained the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such representations and warranties Company Claims shall be disregarded); an amount equal to the Purchase Price (bas adjusted in accordance with Section 1.04) and (B) the breach obligation of the Purchaser to provide indemnification pursuant to this Section 8.02 in respect of any covenant or agreement Company Claims shall terminate as of the applicable survival period set forth in Section 8.03, unless the Person entitled to indemnification shall have given notice to the Purchaser prior to such date identifying such Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect against such Company Claims pursuant to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreements8.02.

Indemnification by the Purchaser. BSC Subject to the terms and its Affiliatesconditions of this Article VI, following the Closing, the Purchaser shall indemnify the Sellers, their assigns and the Company’s pre-Closing officers, directors, employees, employees and agents, successors against, and assigns (eachhold them harmless from, a “Seller any Loss suffered or incurred by any such Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, directly or indirectlyPerson, arising out of or resulting from: from or based upon (a) the any breach of any representation or warranty made by of the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); or any other Transaction Document which survives the Closing, (b) the breach of any covenant or agreement by of the Purchaser contained in this Agreement; Agreement or any other Transaction Document, or (c) any post-Closing operations of the Assumed Liabilities Company and its Affiliates; provided, however, that (i) there shall be no indemnification Liability under clause (a) above or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable relating to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the a breach of any covenant or agreement by BSC contained in this Agreement; to be performed prior to the Closing, clause (iiib) above, unless the Excluded Liabilities or (iv) items aggregate of all Losses arising thereunder for which BSC or its Affiliates have agreed to indemnify any the indemnification Liability would, but for this proviso, exist exceeds one percent (1%) of the Purchaser Indemnified Parties Purchase Price and only to the extent of any such excess and (ii) there shall be no indemnification Liability under clauses (a) and (b) above for any breach if the Ancillary AgreementsCompany or the Sellers had Knowledge of such breach at the time of the Closing, and; provided further, however, that the limitation set forth in clause (i) above shall not apply to any Loss arising from a breach of Section 2.3 (Broker Fees), Section 5.8 (Employee Matters), or Section 5.10 (Rights to Indemnification).

Indemnification by the Purchaser. BSC In the event that the Closing occurs, and its Affiliatessubject to the limitations expressly set forth in Section 9.6 hereof, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for will have an obligation to indemnify, defend and against hold harmless the Shareholders from and against, and will pay to the Shareholders the monetary value of, any and all Losses, Losses incurred or suffered by the Shareholders directly or indirectly, indirectly arising out of of, relating to or resulting from: from any of the following: (a) the any inaccuracy in or breach of any representation or warranty made by of the Purchaser or the Merger Sub contained in this Agreement or in any certificate, instrument or document delivered by the Purchaser or the Merger Sub in connection with this Agreement; and (it being understood that for b) the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Purchaser or the Merger Sub contained in this Agreement, any Ancillary Agreement or in any document delivered pursuant hereto. For purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); (b) the 9.2, once it has been established that there has been a breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by the Purchaser contained in this Agreement; or Merger Sub, as such provisions are written (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; including any materiality or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregardedthereto), (ii) the amount of any Losses arising from such breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreementsor Merger Sub, will be determined without regard to any materiality, “Material Adverse Effect” or similar qualification in such representation, warranty, covenant or agreement.

Indemnification by the Purchaser. BSC In the event that the Closing occurs, and its Affiliatessubject to the terms and limitations expressly set forth in this Agreement, officersincluding Sections 9.6 and 11.13 hereof, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for will have an obligation to indemnify, defend and against hold harmless the Stockholders from and against, and will pay to the Stockholders the monetary value of, any and all Losses, directly Losses incurred or indirectly, suffered by the Stockholders arising out of of, or resulting from: from any of the following: (a) the any breach of any representation or warranty made by of the Purchaser or the Merger Sub contained in this Agreement or in the Purchaser Closing Certificate; and (it being understood that for b) the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Purchaser or the Merger Sub contained in this Agreement or in the Notes. For purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); (b) the 9.2, once it has been established that there has been a breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by the Purchaser contained in this Agreement; or Merger Sub, as such provisions are written (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; including any materiality or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregardedthereto), (ii) the amount of any Losses arising from such breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreementsor Merger Sub, will be determined without regard to any materiality, “Material Adverse Effect” or similar qualification in such representation, warranty, covenant or agreement.

Indemnification by the Purchaser. BSC Subject to the limitations set forth in this Agreement, the Purchaser agrees to indemnify the Partnership, the General Partner and its Affiliatestheir respective Representatives (collectively, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified PartyPartnership Related Parties”) shall be indemnified from, and held hold each of them harmless by the Purchaser for and against against, any and all Losseslosses, directly actions, suits, proceedings (including any investigations, litigation or indirectlyinquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or resulting from: (a) covenants of the Purchaser contained herein; provided, that such claim for indemnification relating to a breach of any representation or warranty is made by prior to the Purchaser contained in this Agreement expiration of such representation or warranty (it being understood that for purposes of this Section 8.03(adetermining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) all “materiality” qualifications to the Purchaser shall constitute the date upon which such claim has been made); and exceptions contained in such representations and warranties provided, further, that no Partnership Related Party shall be disregarded); (b) the breach of any covenant entitled to recover special, indirect, exemplary, incidental, speculative or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreementspunitive damages.

Indemnification by the Purchaser. BSC After the Closing Date, the Seller and each of its Affiliatespartners, officers, directors, employees, stockholders, agents, successors representatives, and assigns Affiliates (eachincluding the Stockholder) (collectively, the "Seller Indemnitees" and individually, a “"Seller Indemnified Party”Indemnitee") shall (subject to the terms and conditions below) will be entitled to be indemnified and held harmless by the Purchaser for and the Sub against and in respect of any and all LossesLosses reasonably incurred or suffered by the Seller Indemnitees, directly or indirectly, in connection with, arising out of or resulting from: related to (ai) the any breach of any representation, warranty or covenant of the Purchaser or the Sub contained in this Agreement, (ii) in respect of any Losses reasonably incurred or suffered by the Seller Indemnitee directly or indirectly in connection with, arising out of or related to any Acquired Asset, but only to the extent that it relates to periods beginning immediately following Closing, except to the extent it arose from or was the result of any facts or circumstances, the existence of which constitutes a breach of a representation or warranty made by the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a) all “materiality” qualifications Seller and exceptions contained in such representations and warranties shall be disregarded); (b) the breach of any covenant or agreement by the Purchaser contained Stockholder in this Agreement; , (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (diii) any claims by or in respect of Transferred Employees Assumed Liability, except to the extent arising that it arose from or otherwise attributable to was the period after result of any facts or circumstances, the applicable Employee Transfer Date, except in the case existence of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the which constitutes a breach of any a representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” Seller and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained Stockholder in this Agreement; (iii) . Such indemnification shall be the Excluded Liabilities or (iv) items Seller Indemnitee's sole and exclusive remedy for which BSC or its Affiliates have agreed to indemnify any Loss arising out of this Agreement and the Purchaser Indemnified Parties under the Ancillary Agreementstransactions contemplated hereby.

Indemnification by the Purchaser. BSC The Purchaser agrees to indemnify the Company, its Affiliates and its Affiliatestheir respective Representatives (collectively, officers, directors, employees, agents, successors and assigns (each, a the “Seller Indemnified PartyCompany Related Parties”) shall be indemnified from Losses, and held hold each of them harmless against, any and all Claims, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all Losses, whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (a) any inaccuracy of any of the representations or warranties made by the Purchaser for in this Agreement or in any certificate delivered by or on behalf of the Purchaser pursuant to this Agreement as of the date made or (unless such representation and against warranty is made as of a specific date) as of the Closing Date; or (b) the breach or non-fulfillment of any and all Lossescovenant, directly agreement or indirectlyobligation of the Purchaser contained herein; provided that, arising out in the case of or resulting from: the immediately preceding clause (a) the ), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the Purchaser contained in this Agreement (it being understood expiration of such applicable representation or warranty pursuant to Section 7.02; provided, however, that for purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Countrydetermining when an indemnification claim has been made, the Deferred Liabilities date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Deferred Closing Country from and after Purchaser shall constitute the applicable Deferred Closing Datedate upon which such claim has been made; or (d) any claims by or in respect of Transferred Employees to provided, further, that the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any liability of the Purchaser Indemnified Parties under shall not be greater in amount than the Ancillary Agreementssum of the Purchase Price for the Securities.

Indemnification by the Purchaser. BSC From and after the Closing, the Purchaser shall indemnify the Company, and its Affiliates, controlled Affiliates and its and their officers, directors, employeesmanagers, agentsemployees and agents (collectively, successors and assigns (each, a the “Seller Indemnified PartyCompany Related Parties”) shall be indemnified from, and held hold each of them harmless by the Purchaser for and against against, any and all LossesLosses and, directly in connection therewith and promptly upon demand, pay or indirectlyreimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out of or resulting from: (a) the breach failure of any representation of the representations or warranty warranties made by the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a2.2(a), 2.2(b)(1), 2.2(b)(2)(i)(A) all “materiality” qualifications or 2.2(c) to be true and exceptions contained in such representations and warranties shall be disregarded); correct, (b) the breach of any covenant or agreement applicable securities Laws in connection with the assignment of the Purchased Shares by the Purchaser contained in this Agreement; Purchaser, or any of its successors or assigns, to any Permitted Transferee, or (c) the Assumed Liabilities orbreach of any of the covenants of the Purchaser contained herein; provided that, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses the immediately preceding clause (c) and (d) a), such claim for Losses, directly or indirectly, arising out of or resulting from (i) the indemnification relating to a breach of any representation or warranty is made by BSC contained prior to the expiration of such representation or warranty as set forth in this Agreement (it being understood that Section 5.5; provided, further, that, for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in such representations and warranties shall be disregarded), (ii) reasonable detail the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any basis of the claim for indemnification) to the Purchaser Indemnified Parties under in accordance with the Ancillary Agreementsterms and conditions of this Agreement shall constitute the date upon which such claim has been made.

Indemnification by the Purchaser. BSC (a) Subject to Section 9.5, the Purchaser hereby agrees to indemnify and its Affiliateshold the Seller Parent and the Seller and their respective directors, officers, directorsemployees, employeesAffiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (eachcollectively, a “the "Seller Indemnified Party”Parties") shall be indemnified harmless from and held harmless by against, and pay to the Purchaser for and against applicable Seller Indemnified Parties the amount of, any and all LossesLosses (other than any Loss relating to Taxes, directly or indirectly, arising out of for which indemnification provisions are set forth in Article X): (i) based upon or resulting from: (a) from the breach failure of any representation of the representations or warranty warranties made by the Purchaser contained in this Agreement or any Purchaser Document to be true and correct in all respects at the date hereof (it being understood agreed and acknowledged by the parties that for purposes of the right to indemnification pursuant to this Section 8.03(asubclause (i) all “materiality” qualifications and exceptions contained in such the representations and warranties of the Purchaser contained herein shall not be disregardeddeemed qualified by any reference therein to materiality or Material Adverse Effect); and (bii) based upon or resulting from the breach of any covenant or other agreement by on the part of the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement or any Purchaser Document. (it being understood b) The Seller Parent and the Seller shall take and cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto; provided, however, that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in no such representations and warranties steps shall be disregarded)required if they would be detrimental in any material respect to the Seller Parent, (ii) the breach of any covenant Seller or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreementstheir Affiliates.

Indemnification by the Purchaser. BSC In the event that the Closing occurs, and its Affiliatessubject to the limitations expressly set forth in Section 9.6 hereof, the Purchaser will have an obligation to indemnify, defend and hold harmless the Securityholders (and each of their respective directors, officers, directors, employees, agents, successors consultants, advisors, representatives and assigns (eachequity holders) from and against, a “Seller Indemnified Party”) shall be indemnified and held harmless by will pay to the Purchaser for and against Securityholders the monetary value of, any and all LossesLosses incurred or suffered by the Securityholders (including each of their respective directors, officers, employees, agents, consultants, advisors, representatives and equity holders) directly or indirectly, indirectly arising out of of, relating to or resulting from: from any of the following: (a) the any inaccuracy in or breach of any representation or warranty made by of the Purchaser or the Merger Sub contained in this Agreement (it being understood that for purposes of or in any certificate or instrument delivered by the Purchaser or the Merger Sub in connection with this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded)Agreement; and (b) the nonfulfillment, nonperformance or other breach of any covenant or agreement by of the Purchaser or the Merger Sub contained in this Agreement; (c) , any Ancillary Agreement or in any instrument delivered pursuant hereto. For purposes of determining under this Section 9.2 whether there is any inaccuracy in, or whether the Assumed Liabilities orPurchaser or the Merger Sub has breached, with respect to a Deferred Closing Countryany such representation, warranty or covenant, and the amount of any Losses associated therewith, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from parties agree (i) that all references to “material,” “materially” or “materiality,” or to whether a breach would have a “Material Adverse Effect” will be disregarded and (ii) that the breach of any representation or warranty representations, warranties and covenants are made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreements9.2 as if those disregarded words were not included.

Indemnification by the Purchaser. BSC The Purchaser shall (and its shall cause any successor in interest to the Purchased Shares to) indemnify the Sellers and their respective Affiliates, and each of their respective stockholders, partners, members, officers, directors, employees, agentsagents and representatives (collectively, successors and assigns (each, a the “Seller Indemnified PartyIndemnitees”) against and hold them harmless from any Losses suffered or incurred by the Seller Indemnitees arising from, in connection with, relating to or otherwise in respect of, (i) any Third Party Claim against such Seller Indemnitee based upon the fact that any Seller was a stockholder of the Company (other than Claims by any Governmental Authority and any Claims made under the MSG Purchase Agreement (as modified by the MSG Amendment, or if such MSG Amendment has not been entered into, subject to clause (y) of the last sentence of Section 6.7)), (ii) the failure to be true of any representation or warranty of the Purchaser in this Agreement (it being agreed and acknowledged by the parties that only for purposes of calculating Losses of the Seller Indemnitees in respect of a claim for indemnification pursuant to this Section 8.2, the representations and warranties of the Purchaser contained in Article IV shall not be deemed qualified by any references herein to materiality generally, or whether or not any such breach results or may result in a Material Adverse Effect; it being the intention of the parties hereto that the Seller Indemnitees shall be indemnified and held harmless by the Purchaser for from and against any and all Losses, directly Losses suffered or indirectlyincurred by them resulting from, arising out of of, based on or resulting from: (a) relating to the breach failure of any such representation or warranty made by the Purchaser contained to be true, correct and complete in this Agreement any respect, determined in each case without regard to any qualification as to materiality or Material Adverse Effect), or (it being understood that for purposes of this Section 8.03(aiii) all “materiality” qualifications and exceptions contained in such representations and warranties shall be disregarded); (b) the any breach of any covenant or agreement by of the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreements.

Indemnification by the Purchaser. BSC The Purchaser agrees to indemnify and save harmless the Vendor from and against all Losses suffered or incurred by the Vendor or any of its Affiliates, officers, directors, employees, agents, successors and assigns Affiliates as a result of: (each, a “Seller Indemnified Party”a) shall be indemnified and held harmless any breach by the Purchaser for and against any and all Losses, directly or indirectly, arising out of or resulting from: (a) the breach of any representation or warranty made by of the Purchaser contained in Article 4 of this Agreement or of any agreement, certificate or other document delivered by the Purchaser pursuant hereto (it being understood provided that for purposes the Purchaser shall not be required to indemnify or save harmless the Vendor in respect of this any breach of any such representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.03(a) all “materiality” qualifications 8.4 within the applicable survival period in respect of such representation and exceptions contained warranty, as set forth in such representations and warranties shall be disregardedSection 4.2); ; (b) any breach or non-performance by the breach Purchaser of any covenant to be performed by it which is contained in this Agreement or agreement in any agreement, certificate or other document delivered by the Purchaser contained in this Agreement; pursuant hereto; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, operation of the Deferred Liabilities for such Deferred Closing Country from and Business after the applicable Deferred Closing Date; or Effective Time, including, without limitation, (di) any all claims by or in respect of Transferred Employees relating to the extent arising design, manufacture or otherwise sale of products by the Company or its Affiliates after the Effective Time; and (ii) all environmental liabilities which are attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and Effective Time; (d) any claim by a Leave Employee for Losses, directly severance or indirectly, arising out termination pay and other related payments with respect to a Leave Employee who does not accept the Purchaser's offer of or resulting from employment when made in accordance with Section 5.10 hereof on the grounds that the terms and conditions of the employment offered were not equivalent to the terms and conditions of employment for such Leave Employee on the day immediately preceding the Closing Date; and (ie) the breach of any representation or warranty made use by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any Company of the Purchaser Indemnified Parties under name "Celestica" or any logo, trade-mark or derivative thereof after the Ancillary AgreementsEffective Time.

Indemnification by the Purchaser. BSC If the Closing occurs, then subject to applicable limitations set forth in this Agreement, including, without limitation, the provisions and limitations in this Article 10, the Purchaser shall indemnify and hold the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held Affiliates harmless by the Purchaser for from and against any and all Losses, directly or indirectly, Losses arising out of of, resulting from or resulting from: relating to (a) any breach or violation, or the inaccuracy, of any of the representations or warranties of the Purchaser set forth in this Agreement or in any certificate or document delivered pursuant to this Agreement, (b) any breach or violation of the covenants or agreements of the Purchaser set forth in this Agreement required to be performed prior to or at the Closing, or (c) any breach or violations of covenant or agreements of the Purchaser contained herein. The Seller shall not be entitled to recover any Losses for breach of the representations and warranties of the Purchaser contained herein (i) unless and until the Seller’s aggregate claims therefor exceed $250,000, at which time the Seller shall be entitled to recover Losses for all claims in excess of such amount, or (ii) absent fraud or willful misconduct, for an aggregate amount in excess of $8,500,000; provided, that claims for breach of any representation or warranty of the Specified Representations made by the Purchaser contained in this Agreement (it being understood that for purposes of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall not be disregarded); (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (d) any claims by or in respect of Transferred Employees subject to the extent arising or otherwise attributable to the period after the applicable Employee Transfer Date, except foregoing limits and shall not be included in the case determination of clauses (c) and (d) for Losses, directly or indirectly, arising out of or resulting from (i) whether the breach of any representation or warranty made by BSC contained limit in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), clause (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under the Ancillary Agreementshas been reached.

Indemnification by the Purchaser. BSC (a) From and after the Closing, subject to the other provisions of this Article IX, the Purchaser agrees to indemnify each Seller and its Affiliates, officers, directors, employeesemployees and Affiliates (collectively, agents, successors and assigns (each, a the “Indemnified Seller Indemnified PartyEntities”) shall be indemnified for, and held to hold each of them harmless by the Purchaser for from and against against: (i) any and all LossesIndemnifiable Losses actually suffered, directly paid or indirectly, arising out incurred by any such Indemnified Seller Entity as a result of or resulting from: (aA) the any breach of any representation or warranty of the representations and warranties made by the Purchaser contained in this Agreement (it being understood that for purposes Article V, or any failure of this Section 8.03(a) all “materiality” qualifications and exceptions contained in such representations and warranties shall to be disregardedtrue and correct on and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date); , (bB) the any breach of any covenant of the covenants or agreement by agreements of the Purchaser contained in this Agreement; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, the Deferred Liabilities for such Deferred Closing Country from and after the applicable Deferred Closing Date; or (dC) any claims by or in respect of Transferred Employees Support Obligations to the extent arising suffered, paid or otherwise attributable to the period incurred by any such Indemnified Seller Entity after the applicable Employee Transfer Closing; and (ii) any Indemnifiable Losses and all other liabilities of whichever kind or nature, direct or indirect, absolute or contingent, known or unknown, whether or not accrued or arising before, on or after the Closing Date, except or, in the case of clauses (c) and (d) any liabilities for LossesTaxes, directly accrued or indirectlyarising on or after the Closing Date, in each case, actually suffered, paid or incurred by any Indemnified Seller Entity to the extent relating to, or arising out of, the Acquired Companies or the operation of or resulting from their businesses (i) except to the breach of any representation or warranty made by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) extent the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed Sellers are obligated to indemnify any of the Indemnified Purchaser Indemnified Parties under the Ancillary AgreementsEntities pursuant to Section 9.01).

Indemnification by the Purchaser. BSC The Purchaser agrees to indemnify and save harmless the Vendor from and against all Losses suffered or incurred by the Vendor or any of its Affiliates, officers, directors, employees, agents, successors and assigns Affiliates as a result of: (each, a “Seller Indemnified Party”a) shall be indemnified and held harmless any breach by the Purchaser for and against any and all Losses, directly or indirectly, arising out of or resulting from: (a) the breach of any representation or warranty made by of the Purchaser contained in Article 4 of this Agreement or of any agreement, certificate or other document delivered by the Purchaser pursuant hereto (it being understood provided that for purposes the Purchaser shall not be required to indemnify or save harmless the Vendor in respect of this any breach of any such representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.03(a) all “materiality” qualifications 8.4 within the applicable survival period in respect of such representation and exceptions contained warranty, as set forth in such representations and warranties shall be disregardedSection 4.2); ; (b) any breach or non-performance by the breach Purchaser of any covenant to be performed by it which is contained in this Agreement or agreement in any agreement, certificate or other document delivered by the Purchaser contained in this Agreement; pursuant hereto; (c) the Assumed Liabilities or, with respect to a Deferred Closing Country, operation of the Deferred Liabilities for such Deferred Closing Country from and Business after the applicable Deferred Closing Date; or Effective Time, including, without limitation: (di) any all claims by or in respect of Transferred Employees relating to the extent arising design, manufacture or otherwise sale of products by the Company or its Affiliates after the Effective Time; and (ii) all environmental liabilities which are attributable to the period after the applicable Employee Transfer Date, except in the case of clauses (c) and Effective Time; (d) any claim by a Leave Employee for Losses, directly severance or indirectly, arising out termination or other related payments with respect to a Leave Employee who does not accept the Purchaser's offer of or resulting from employment when made in accordance with Section 5.10 hereof on the grounds that the terms and conditions of the employment offered were not equivalent to the terms and conditions of employment for such Leave Employee on the day immediately preceding the Closing Date; (ie) the breach use by the Company of the name "Celestica" or any representation logo, trade-mark or warranty made derivative thereof after the Effective Time; and (f) xxxims by BSC contained in this Agreement (it being understood that for purposes of this Section 8.03 all “materiality” and “Material Adverse Effect” qualifications and exceptions contained in such representations and warranties shall be disregarded), (ii) the breach of any covenant or agreement by BSC contained in this Agreement; (iii) the Excluded Liabilities or (iv) items for which BSC or its Affiliates have agreed to indemnify any of the Purchaser Indemnified Parties under Employees relating to entitlement to retiree medical benefits with respect to the Ancillary Agreementsperiod during which such Employee is employed by the Company or any of its Affiliates from and after the Closing Date.