Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, to the extent directly arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Agreement, (ii) any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out breach of or are default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party, (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement, and (iv) any of Seller’s obligations and liabilities under any contract, agreement or other arrangement (whether written or oral) described on Schedule 3.14; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or (B) acts or omissions of the Seller based upon the written instructions from any untrue statement Purchaser Indemnified Party. Notwithstanding the foregoing, absent the Seller’s actual fraud, in no event shall the Seller’s indemnification obligations under clause (i) of this Section 7.1 exceed, individually or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actaggregate, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished an amount equal to the Issuer Indemnification Cap, less all Royalties received by such seller expressly for use in the preparation of any such Registration StatementPurchaser, Prospectuswithout duplication, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion under this Agreement prior to and limited to through resolution of the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementapplicable claim.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2limitations set forth in this Article VII, each of the prospective sellers of such securitiesSeller and the Owner, jointly and severally and not jointly(the “Seller Indemnifying Parties”), will agrees to indemnify and hold harmless the IssuerBuyer, each director including its shareholders, members, directors, managers, officers, employees, Affiliates, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), against all claims, losses, Liabilities, damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating, defending against, or settling any of the Issuerforegoing (each, each officer a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker representations or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 warranties of the Securities Act Seller and the Owner contained in this Agreement, (b) any breach or Section 20 non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or any Excluded Liability, (d) fraud by the Seller and/or Owner, (e) misclassification of any Seller employees and/or independent contractors, (f) any Excluded Taxes of the Exchange ActSeller, against and/or (g) any and all lossesviolation, claimsinvestigation, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject enforcement proceeding under the Securities Act Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of duties for imported merchandise, pertaining to merchandise imported by or otherwisefor the Seller, insofar as such losses, claims, damages during the period ending on or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under before the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages trustees, managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Seller under any Transaction Document to which the Seller is party or the Counterparty Agreement, (iii) any Excluded Liabilities and Obligations (unless such directorExcluded Liabilities and Obligations are due to the Purchaser not complying with Section 5.10), officer(iv) claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the Counterparty Agreement and (v) any fees, participating person expenses, costs, liabilities or controlling person may become subject under other amounts incurred or owed by the Securities Act Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (A) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, insofar as unless resulting from a breach of representation and warranty by Seller or from the failure of the Seller to perform its obligations under this Purchase and Sale Agreement or Counterparty Agreement, (B) to the extent resulting from the bad faith, gross negligence or willful misconduct of such losses, claims, damages Purchaser Indemnified Party or liabilities (C) to the extent resulting from acts or actions or proceedings in respect thereof) arise out omissions of or are the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated Purchaser Indemnified Party upon demand. Notwithstanding the foregoing, absent the Seller’s actual fraud, in any such Registration Statementno event shall the Seller’s indemnification obligations under clause (i) of this Section 7.1 exceed, Prospectus, preliminary prospectus, amendment individually or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statementaggregate, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion an amount equal to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement[***].

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under limitations set forth in this Section 6, the Securities Act pursuant to Section 2.1 or 2.2, Seller shall indemnify the Purchaser and its Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless “Purchaser Indemnitees”) against (a) any Damages incurred by or imposed upon the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Purchaser Indemnitees or any such director, officer, participating person one of them arising or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, Claim brought by [ * ] or any amendment of its licensees against one or supplement thereto, or any omission or alleged omission to state a material fact more Purchaser Indemnitees with respect to such seller required any infringement or alleged infringement of [ * ], in each case only with respect to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished [ * ] having occurred prior to the Issuer by Effective Date (such seller expressly for use in Claim, the preparation of any such Registration Statement“[ * ] Claim”), Prospectus, preliminary prospectus, amendment or supplement; provided that the liability Seller shall not have any obligation pursuant to this Section 6.1(a) to indemnify the Purchaser Indemnitees (i) in the event that such [ * ] Claim is first brought or made after any Purchaser Indemnitee brings a Claim challenging the validity, enforceability, scope or infringement of each such seller shall be in proportion [ * ], or (ii) with respect to Damages resulting from any Claim or portion thereof that is not a [ * ] Claim, including any Claim brought by [ * ] or any of its licensees with respect to any infringement or alleged infringement of any [ * ] that is not [ * ] or any other cause of action that does not concern [ * ]; and limited (b) any Damages that the Purchaser Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (i) any Excluded Liabilities, including any liabilities arising from the use, license, sale or exploitation of any of the Purchased Assets prior to the net amount received by such seller Effective Date, except that this Section 6.1(b)(i) shall not be construed as limiting the Purchaser’s indemnification obligations under the Contract Research Agreement, (after deducting ii) any underwriting discount breach of the representations and expenseswarranties of the Seller set forth in Section 5.1 or (iii) from any breach of any of the sale covenants of Registrable Securities pursuant to such Registration Statementthe Seller set forth in this Agreement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser and each other person, if any, who controls the Issuer or such other participating person Purchaser within the meaning of Section 15 of the Securities Act Act, against any losses, claims, damages, liabilities or Section 20 of expenses to which such Purchaser or such controlling person may become subject, under the Act, the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person other federal or controlling person may become subject under the Securities Act state statutory law or otherwise, regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any Registration Statement under which such securities were registered under information deemed to be a part thereof as of the Securities Acttime of effectiveness pursuant to paragraph (b) of Rule 430A, any Prospectus or preliminary prospectus included thereinpursuant to Rule 434 of the Rules and Regulations, or the Resale Prospectus, or any amendment or supplement thereto, or any the omission or alleged omission to state in any of them a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleading if misleading, and will reimburse such Purchaser and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Shelf Registration Statement, the Resale Prospectus or any amendment or supplement of the Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Issuer Seller by or on behalf of such seller Purchaser expressly for use in the preparation of any such Shelf Registration Statement, Statement or the Resale Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In To the event of any registration of any Registrable Securities under extent permitted by law, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, Seller will indemnify and hold harmless the IssuerCompany, each director of the Issuerits successors and assigns, each officer of the Issuer who shall sign such Registration Statementits officers and directors, each other person who participates any underwriter (as an underwriter, broker or dealer defined in the offering or sale of such securities 0000 Xxx) with respect to the Registrable Shares, and each other person, if any, who controls the Issuer Company or any such other participating person underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all losses, claims, damages damages, liabilities or liabilities, actions (joint or several, ) to which the Issuer or any such director, officer, participating person or controlling person they may become subject under the Securities 1933 Act, the 1934 Act or otherwiseother federal or state law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or final prospectus contained therein or any amendment amendments or supplement supplements thereto, or any arising out of or based upon the omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein therein, in the context in which made, not misleading if misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to by the Issuer by such seller expressly Seller for use in such registration by the preparation Seller, or (ii) the failure of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Seller at or supplement; provided that the liability of each such seller shall be in proportion to and limited prior to the net amount received by such seller (after deducting any underwriting discount and expenses) from written confirmation of the sale of Registrable Securities pursuant Shares to send or arrange delivery of a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) to the person asserting any such Registration Statementloss, claim, damage, liability or action who purchased the Registrable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). The Seller will reimburse the Company and each such officer or director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such officer, director, underwriter or controlling person and shall survive the transfer of the Registrable Shares by the Seller.

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Closing occurs and subject to the Securities Act pursuant to Section 2.1 or 2.2limitations set forth herein, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend the Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Purchaser Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages or liabilities charges, Liabilities, Actions, interest, penalties, Taxes, costs and expenses, including legal, consultant, accounting and other professional fees, and fees and costs actually incurred (or actions or proceedings in respect thereofcollectively, “Losses”) arise resulting from, arising out of or are based upon incurred by any untrue statement Purchaser Indemnitee in connection with, or alleged untrue statement otherwise with respect to: (a) any inaccuracy or breach of a material fact any representation or warranty made by the Seller in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to the Purchaser in connection with the transactions contemplated by this Agreement; (b) any breach by the Seller of any covenant or agreement contained in this Agreement or any Registration Statement under of the Ancillary Agreements; (c) except to the extent that the Seller has already made payments in respect of such amounts pursuant to Section 6.9(a) or to the extent that such amounts were taken into account as a current liability that actually reduced Final Net Working Capital, (i) any Tax imposed on or relating to the Company or its Subsidiaries with respect to any Pre-Closing Period; (ii) any Liabilities of the Company or its Subsidiaries for the Taxes of another Person (such as the Seller or Seller Parent) as a transferee or successor, by Contract (other than a commercial Contract the principal purpose of which is not Tax related) or by operation of law, where the Company or any of its Subsidiaries became a transferee or successor, entered into such securities were registered under Contract or the Securities Actrelationship or connection giving rise to such Liabilities arose prior to the Closing; (d) Cypress Creek Mine, any Prospectus or preliminary prospectus included thereinLLC, an Indiana limited liability company, or any amendment or supplement theretoof its assets, properties, rights, liabilities and obligations, or any omission other assets, properties, rights, liabilities and obligations related to the former Cypress Creek surface 63 mine; (e) any Indebtedness or alleged omission Transaction Expenses to the extent not satisfied prior to the Closing or included in any Purchase Price adjustment pursuant to Section 2.4; (f) any notice from a Governmental Entity of a violation of the Mining Regulations in connection with the Mining Operations that has not been fully resolved prior to the Closing; (g) any items set forth on Section 4.12 of the Seller’s Disclosure Schedule; (h) any determination that any individual who provided services to the Mining Operations was improperly classified as an independent contractor or other non-employee status, or that the Company or any of its Subsidiaries was a joint employer or single employer or co-employer with any other entity associated with the Mining Operations, including (i) under any Plan, (ii) for taxation or Tax Reporting, and (iii) under the Fair Labor Standards Act or any similar state statute; (i) any Liens of the type set forth in clause (e) of the definition of Permitted Liens which have not been released prior to the Closing (which ultimately result in a material fact Loss to the Company or its Subsidiaries following the Closing); (j) the Contract Mining Agreements (other than with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Contractor Termination Royalties); (k) to the Issuer by such seller expressly for use extent set forth in Section 6.5(e)(ii), the preparation of Lafayette Pre-Closing Payments; and (l) any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementBenefit Plans.

Indemnification by the Seller. In The Seller hereby agrees to DEFEND, INDEMNIFY AND HOLD HARMLESS the event of any registration of any Registrable Securities under Purchaser and the Securities Act pursuant to Section 2.1 or 2.2Company and their respective stockholders, partners and Affiliates and each of the prospective sellers of such securitiestheir respective officers, severally managers, directors, employees and not jointlyagents (each, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against a “Purchaser Indemnified Party”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs (collectively, “Liabilities”), incurred by, imposed upon or rendered against one or more of the Purchaser Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Liabilities are in respect of or arise from (a) the gross negligence or willful misconduct of the Seller acting or omitting to act in providing Services or (b) any and all direct or indirect claims, damages demands, actions, causes of action, suits, right of recovery for any relief or damages, debts, accounts, damages, costs, losses, liabilities, joint and expenses (including interest, court costs, attorneys’ fees and expenses, and other costs of defense), of any kind or severalnature (each, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofa “Claim”) arise out of or are based upon any untrue statement or alleged untrue statement of by a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished third party relating to the Issuer by such seller expressly for use gross negligence or willful misconduct of the Seller in the preparation of any such Registration Statementacting or omitting to act in providing Services, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementPROVIDED THAT THE SELLER SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE PURCHASER INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY PURCHASER INDEMNIFIED PARTY.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party arising out of (a) any breach of any representation, joint warranty or several, certification made by the Seller in any of the Transaction Documents or certificates given by the Seller to which the Issuer Purchaser in writing pursuant to this Agreement or any other Transaction Document, (b) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document, (c) any Excluded Liabilities and Obligations and (d) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that results from the bad faith or willful misconduct of such directorPurchaser Indemnified Party, officeror (ii) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. With respect to indemnification by the Seller pursuant to this Section 9.1, participating person (A) the Seller’s maximum liability shall not exceed an amount equal to (1) one hundred and ninety five percent (195%) of the Purchase Amount, minus (2) the aggregate amount collected or controlling person may become subject under received by the Securities Act Purchaser (and any direct or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings indirect transferee of the Purchaser to whom any interest in the Purchased Receivables is transferred) in respect thereofof the Purchased Receivables, minus (3) arise the aggregate amount collected or received by the Purchaser (and any direct or indirect transferee of the Purchaser to whom any interest in the Purchased Receivables is transferred) pursuant to the exercise of its rights under this Section 9.1 (without duplication of any amounts received pursuant to clause (2)); provided, however, that such limitations on recovery shall not be applicable if the Seller’s indemnification obligations results from or arises out of the fraud, willful misconduct or are based upon any untrue statement or alleged untrue statement gross negligence of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementSeller.

Indemnification by the Seller. In Subject to the event terms and conditions of this Article 6, following the Closing, the Seller (without any registration right of any Registrable Securities under contribution from the Securities Act pursuant to Section 2.1 or 2.2Company) shall indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless Purchaser, its Affiliates, the IssuerCompanies and their respective successors, assigns, officers, directors, employees, representatives and Agents (collectively, the “Purchaser Indemnified Persons”), from and against, and shall promptly pay or reimburse each director of the IssuerPurchaser Indemnified Person for, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses suffered or incurred by any such Purchaser Indemnified Person (including any Losses suffered or incurred after the end of the applicable survival period, claimsprovided that a claim is made prior to the end of the applicable survival period in accordance with the terms of this Agreement), damages arising or liabilitiesresulting from or based upon (a) any breach of any representation or warranty contained in Article 4 hereof or any other representation or warranty made by the Seller or the Companies in this Agreement or any other Transaction Document, joint (b) the breach of any covenant of the Seller or severalthe Companies contained in Article 5 hereof or any other covenant of the Seller or the Companies in this Agreement or any other Transaction Document, (c) any and all Transaction Expenses to the extent not set forth on Section 4.25 of the Company Disclosure Schedule, (d) any and all Indebtedness as of the date of this Agreement to the extent not set forth on Section 4.26 of the Company Disclosure Schedule, (e) Pre-Closing Taxes of the Companies, (f) the amount (if any) by which the Issuer or Taconet Payments exceeds the Escrow Amount, and (g) any such directorTaxes imposed on the Companies, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect including successors thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment direct or supplement theretoindirect owner of the Companies or successor, arising as a result of or any omission or alleged omission to state a material fact in connection with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementTransactions.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and -------------------------------- hold harmless the IssuerPurchaser against and in respect to all damages (as hereinafter defined) in excess of $250. Damages, each director as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to the Purchaser from any inaccurate representation made by or on behalf of the IssuerSeller in or pursuant to this Agreement, each officer breach of any of the Issuer who shall sign such Registration Statementwarranties made by or on behalf of the Seller in or pursuant to this Agreement, each other person who participates as an underwriter, broker or dealer breach or default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act or Section 20 obligations to be performed by it hereunder. Notwithstanding the scope of the Exchange Actrepresentations and warranties of the Seller herein, against or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to the date hereof, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Seller, as of the date hereof not reflected in any exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the date hereof involving the Seller or any shareholders thereof, whether or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from the Seller's failure to own or possess, and have good title to all of the Acquired Assets to be acquired by the Purchaser hereunder; all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the failure of the Seller in any respect to perform any obligation required by them to be performed at or prior to the date hereof or at or prior to the date hereof, or by reason of any default of the Seller at the date hereof or at the date hereof, under any of the contracts, agreements, leases, documents, or other commitments to which they, or either of them, are a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the Purchaser on demand for any payment made or required to be made by the Purchaser at any time after the date hereof based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Issuer foregoing indemnity relates. The Purchaser shall give the Seller written notice within 30 days after notification of any litigation threatened or instituted against the Purchaser which might constitute the basis of a claim for indemnity by the Purchaser against the Seller. The Seller shall reimburse and/or pay the Purchaser on demand the balance of any amount of such indemnity to which the Purchaser is entitled hereunder. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire five years after the date hereof, except in the case of the proven fraud by the Seller, as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person may become subject under in which event such right to indemnification shall expire four years after the Securities Act or otherwise, insofar as discovery of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementfraud.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, to the extent arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any such directorother Transaction Document, officer, participating person (ii) any breach of or controlling person may become subject default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party or by the Seller under the Securities Act or otherwiseCounterparty License Agreement, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinCounterparty Consent, or any amendment INFI Third Party Agreement, (iii) any of the liabilities or supplement theretoobligations of the Seller (unless such liabilities or obligations are due to the Purchaser or its Permitted Recipients not complying with any confidentiality provisions set forth in the Counterparty License Agreement or the Counterparty Consent or due to the Purchaser interfering with the Counterparty or any of its Affiliates or Sublicensees in a manner not permitted by the Counterparty Consent) and (iv) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the amount of any recoverable Losses for which any Purchaser Indemnified Party makes a claim for indemnification hereunder shall be reduced to the extent the underlying indemnification claim (A) results from the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or the breach by such Purchaser Indemnified Party of this Agreement, or (B) results from acts or omissions of the Seller based upon the written instructions from any omission or alleged omission Purchaser Indemnified Party. Any amounts due to state a material fact with respect any Purchaser Indemnified Party hereunder shall be payable by the Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under terms, conditions and limitations set forth in this Article 6, the Securities Act pursuant to Section 2.1 or 2.2Seller shall indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the IssuerBuyer and its representatives, successors and permitted assigns (each, a “Buyer Indemnified Party”), from and against, and shall promptly pay or reimburse each director of the IssuerBuyer Indemnified Party for, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses sustained or incurred (including any Losses actually sustained or incurred after the end of the applicable survival period, claims, damages provided that a claim is made prior to the end of the applicable survival period in accordance with the terms of this Agreement) by any Buyer Indemnified Party resulting from: (a) any breach of a representation or liabilities, joint warranty made by the Seller or several, Equity Holders in this Agreement; (b) any breach of any Post-Closing Covenant made by the Seller or Equity Holders in this Agreement; (c) any claim or assertion for obligations in respect of Indebtedness or broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to which the Issuer have been engaged by any Seller or any such directorof its Affiliates; (d) any obligation of any Seller for any Taxes that arose, officerin the first instance, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by such seller expressly for use in Closing Date; (e) the preparation failure of any such Registration StatementSeller to pay, Prospectus, preliminary prospectus, amendment discharge and perform any of the Excluded Liabilities; or supplement; provided that (f) the liability ownership or operation of each such seller shall be in proportion to and limited the Business or the Purchased Assets prior to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date.

Indemnification by the Seller. In The Purchaser and its Affiliates from time to time (including, following the event of Closing, the Xxxxxx Entities, any registration of Purchaser Reorganization Transferee and any Registrable Securities under Designated Purchaser) and their respective, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Securities Act pursuant Seller for and against (and the Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold each Purchaser Indemnified Party harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and respect of) all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages costs and expenses, interest, awards, judgments and penalties (including any expense of enforcement of obligations, and all reasonable attorneys’ and consultants’ fees and expenses and other fees and expenses reasonably incurred in connection with the investigation, defense or liabilities (or actions or proceedings in respect settlement thereof) arise actually suffered or incurred by, or imposed on, them (hereinafter a “Loss”), arising out of or are based upon resulting from: (a) any untrue statement breach of any representation or alleged untrue statement warranty made by the Seller contained in this Agreement or in any certificate delivered pursuant hereto; (b) any breach of a material fact any covenant or agreement of the Seller contained in this Agreement; (c) any Pre-Closing Environmental Liability, (d) any Non-Business Liability including, for the avoidance of doubt, the “Friction Division Asbestos Cases,” and “Weeks Island, Louisiana Asbestos Cases,” and “Paterson Plant Bladder Cancer” cases described in items (4), (5) and (6), respectively, in Section 3.09(a) of the Disclosure Schedule or (e) any Liability included in the balance sheet included as part of the 2008 Company Financial Statements that was not included in the Reference Balance Sheet, with respect to (e), to the extent, and only to the extent (i) such Liability was not cancelled, terminated, repaid, capitalized or otherwise satisfied prior to Closing, (ii) such Liability was not included as an item of Current Liabilities or Company Indebtedness on the Final Closing Statement, (iii) the Purchaser is not otherwise entitled to indemnification pursuant to this Agreement or (iv) the Seller is not otherwise required to pay for or discharge such Liability pursuant to any covenant in this Agreement. Nothing contained in any Registration Statement under which such securities were registered under of the Securities ActDisclosure Schedules shall qualify, any Prospectus limit or preliminary prospectus included thereinexclude the obligations pursuant to Sections 9.02(b), or any amendment or supplement thereto(c), or any omission or alleged omission to state a material fact (d) and (e) except, with respect to such seller required to be stated in any such Registration StatementSection 9.02(b), Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use extent a reference to any Disclosure Schedule is specifically referenced in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment relevant covenant or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementagreement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, The Seller will indemnify and hold the Buyer, its Affiliates and their respective directors, officers, managers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns and the Companies (the “Buyer Indemnified Parties”) harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actfrom, against and in respect of any and all damages, losses, charges, liabilities, claims, damages demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs and expenses, (including all remediation costs, fines, penalties and expenses of investigation and ongoing monitoring, attorneys’ fees and out of pocket disbursements) (collectively, the “Losses”) imposed on, sustained, incurred or liabilitiessuffered by, joint or severalasserted or threatened against, to which any of the Issuer or any such directorBuyer Indemnified Parties, officerwhether in respect of third party claims, participating person or controlling person may become subject under claims between the Securities Act parties hereto, or otherwise, insofar as such losses, claims, damages directly or liabilities indirectly relating to or arising out of (i) any breach or inaccuracy of any Seller Representation or any representation or warranty made by the Seller in this Agreement or any other Transaction Agreement; (ii) any failure of the Seller to perform any covenant or agreement of the Seller contained herein or in any other Transaction Agreement; (iii) any Taxes for which the Seller is liable in accordance with Section 7.5 and for which the Seller is not otherwise liable to indemnify the Buyer under Section 10.4(i) or (ii); (iv) the Excluded Subsidiaries (or actions relating to the Excluded Subsidiaries); (v) the Pension Plans and (vi) the Lease Agreement, the Sublease Agreement or proceedings in respect the Assignment and Assumption Agreement (to the extent such Loss arose or existed prior to the Closing Date). Subject to the following sentence, the Seller shall have no obligation to indemnify the Buyer under this Section 10.4(i) unless and until the aggregate amount of all Losses for which the Seller is liable under this Section 10.4 exceeds $100,000 at which time the Seller’s indemnity obligation shall extend to the entire amount of the Loss including the first $100,000 thereof) arise out . In no event shall the aggregate liability of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact Seller with respect to such seller required all claims of indemnification under clause (i) above exceed (A) 40% of the Cash Payment with respect to be stated any Loss relating to or arising out of any Seller Representation or any representation or warranty made by the Seller in this Agreement or any such Registration Statementother Transaction Agreement (other than the Seller Representation contained in Section 5.11) or (B) the sum of the Cash Payment and the Note Payment with respect to any Loss relating to or arising out of Section 5.11; provided, Prospectushowever, preliminary prospectus, amendment or supplement or necessary to make that the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use limitations set forth in the preparation preceding two (2) sentences of this Section 10.4 shall not apply to any such Registration StatementLoss relating to or arising out of Sections 5.1, Prospectus5.2, preliminary prospectus5.3, amendment 5.4, 5.5 or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement5.6.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint involving a third party claim, demand, action or severalproceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any such directorother Transaction Document, officer(ii) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party, participating person (iii) any fees, expenses, costs, liabilities or controlling person may become subject under other amounts incurred or owed by the Securities Act Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement, (iv) any Retained Liabilities; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (A) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Products or otherwise, insofar as unless resulting from the failure of the Seller to perform its obligations under this Purchase and Sale Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such lossesPurchaser Indemnified Party, claims, damages (C) to the extent resulting solely from the failure of any Person (including the Purchaser) other than the Seller or liabilities its Affiliates to perform any of its obligations under any of the Transaction Documents or (D) to the extent resulting from acts or actions or proceedings in respect thereof) arise out omissions of or are the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller agrees to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the IssuerCompany and the Purchaser and each of their respective Affiliates, officers, directors, employees, members, agents, successors, transferees and assigns (each director of the Issuerforegoing a "Purchaser Indemnified Party") from and against all Losses incurred by any of them based upon, each officer resulting from or arising out of (i) the breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Seller contained in this Agreement or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act Ancillary Documents, (ii) the breach of any covenant or Section 20 agreement of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Seller contained in this Agreement or any such directorof the Ancillary Documents, officer(iii) Environmental Costs in excess of $250,000, participating person whenever incurred, based upon, arising from or controlling person may become subject under the Securities Act or otherwiserelated to any conditions, insofar as such lossesevents, claimscircumstances, damages or liabilities (or facts, activities, practices, incidents, actions or proceedings in respect thereofomissions occurring or existing on or prior to the Closing Date (x) arise out at, on, under, about, within or migrating from or onto any property currently or formerly owned, leased or operated by the Company or any of its predecessors, or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under (y) otherwise related to the Securities Act, any Prospectus or preliminary prospectus included thereinCompany, or any amendment other related entity of the Company or supplement theretoany of its subsidiaries, or any omission divested entity, business, facility or alleged omission property of the Company or any of their predecessors or related entities, in each case regardless of whether such Environmental Costs are known, unknown, disclosed, undisclosed, fixed or contingent, and in each case including, without limitation, any such Environmental Costs arising from the use, storage, handling, treatment, processing, disposal, generation, transportation or release of any Hazardous Substances at any on-site or off-site location on or prior to state a material fact the Closing Date or (iv) the GECC Lease, the Gulfstream Contract, the Fleet Lease and any other Retained Asset. Anything in Section 8.03 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or warranty contained in this Agreement or any of the Ancillary Documents, unless prompt written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementaction; provided that the liability failure of each such seller the Company to give the Seller prompt notice as provided herein shall be in proportion to and limited not relieve the Seller of its obligations hereunder, except to the net amount received by such seller (after deducting any underwriting discount and expenses) from extent that the sale of Registrable Securities pursuant to such Registration StatementSeller is prejudiced thereby.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, The Seller will indemnify and hold the Buyer, its Affiliates and their respective directors, officers, managers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns and the Companies (the “Buyer Indemnified Parties”) harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actfrom, against and in respect of any and all damages, losses, charges, liabilities, claims, damages demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs and expenses, (including all remediation costs, fines, penalties and expenses of investigation and ongoing monitoring, attorneys’ fees and out of pocket disbursements) (collectively, the “Losses”) imposed on, sustained, incurred or liabilitiessuffered by, joint or severalasserted or threatened against, to which any of the Issuer or any such directorBuyer Indemnified Parties, officerwhether in respect of third party claims, participating person or controlling person may become subject under claims between the Securities Act parties hereto, or otherwise, insofar as such losses, claims, damages directly or liabilities indirectly relating to or arising out of (i) any breach or inaccuracy of any Seller Representation or any representation or warranty made by the Seller in this Agreement or any other Transaction Agreement; (ii) any failure of the Seller to perform any covenant or agreement of the Seller contained herein or in any other Transaction Agreement; (iii) any Taxes for which the Seller is liable in accordance with Section 7.5 and for which the Seller is not otherwise liable to indemnify the Buyer under Section 10.4(i) or (ii); (iv) the Excluded Subsidiaries (or actions relating to the Excluded Subsidiaries); (v) the Pension Plans; (vi) the Lease Agreement or proceedings in respect the Assignment and Assumption Agreement (to the extent such Loss arose or existed prior to the Closing Date); and (vii) the Platinum Dispute. Subject to the following sentence, the Seller shall have no obligation to indemnify the Buyer under this Section 10.4(i) unless and until the aggregate amount of all Losses for which the Seller is liable under this Section 10.4 exceeds $100,000 at which time the Seller’s indemnity obligation shall extend to the entire amount of the Loss including the first $100,000 thereof) arise out . In no event shall the aggregate liability of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact Seller with respect to such seller required all claims of indemnification under clause (i) above exceed (A) $2,500,000 with respect to be stated any Loss relating to or arising out of any Seller Representation or any representation or warranty made by the Seller in this Agreement or any such Registration Statementother Transaction Agreement (other than the Seller Representation contained in Section 5.11) or (B) $2,500,000 with respect to any Loss relating to or arising out of Section 5.11; provided, Prospectushowever, preliminary prospectus, amendment or supplement or necessary to make that the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use limitations set forth in the preparation preceding two (2) sentences of this Section 10.4 shall not apply to any such Registration StatementLoss relating to or arising out of Sections 5.1, Prospectus5.2, preliminary prospectus5.3, amendment 5.4, 5.5, 5.6 or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement5.8.3.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and ------------------------------- hold harmless the IssuerPurchaser against and in respect to all damages (as hereinafter defined) in excess of $250. Damages, each director as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to the Purchaser from any inaccurate representation made by or on behalf of the IssuerSeller in or pursuant to this Agreement, each officer breach of any of the Issuer who shall sign such Registration Statementwarranties made by or on behalf of the Seller in or pursuant to this Agreement, each other person who participates as an underwriter, broker or dealer breach or default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act or Section 20 obligations to be performed by it hereunder. Notwithstanding the scope of the Exchange Actrepresentations and warranties of the Seller herein, against or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to the date hereof, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Seller, as of the date hereof not reflected in any exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the date hereof involving the Seller or any shareholders thereof, whether or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from the Seller's failure to own or possess, and have good title to all of the Acquired Assets to be acquired by the Purchaser hereunder; all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the failure of the Seller in any respect to perform any obligation required by them to be performed at or prior to the date hereof or at or prior to the date hereof, or by reason of any default of the Seller at the date hereof or at the date hereof, under any of the contracts, agreements, leases, documents, or other commitments to which they, or either of them, are a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the Purchaser on demand for any payment made or required to be made by the Purchaser at any time after the date hereof based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Issuer foregoing indemnity relates. The Purchaser shall give the Seller written notice within 30 days after notification of any litigation threatened or instituted against the Purchaser which might constitute the basis of a claim for indemnity by the Purchaser against the Seller. The Seller shall reimburse and/or pay the Purchaser on demand the balance of any amount of such indemnity to which the Purchaser is entitled hereunder. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire five years after the date hereof, except in the case of the proven fraud by the Seller, as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person may become subject under in which event such right to indemnification shall expire four years after the Securities Act or otherwise, insofar as discovery of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementfraud.

Indemnification by the Seller. In (a) Without limiting any other rights that the event Purchaser, the Administrative Agent, the Lenders, or any of any registration of any Registrable Securities their respective shareholders, officers, employees, agents or assigns (each an “Indemnified Party”), may have hereunder or under Applicable Law, the Securities Act pursuant Seller hereby agrees to Section 2.1 or 2.2, indemnify each of the prospective sellers of such securities, severally Indemnified Party from and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, claims, damages liabilities and related costs and expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or liabilities, joint or several, to which the Issuer or any incurred by such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise Indemnified Party arising out of or are based upon as a result of this Contribution Agreement or the acquisition either directly or indirectly by the Purchaser, or the Administrative Agent or any untrue statement of the Lenders of an interest in the Transferred Receivables or alleged untrue statement in respect of a material fact any Transferred Receivables, provided, however, that the Seller shall not have any obligation to indemnify an Indemnified Party to the extent that acts of fraud, willful misconduct or gross negligence by such Indemnified Party caused such loss, liability, claim, judgment, tax, cost, expense, damage or injury imposed on, asserted against, awarded against or suffered or sustained by such Indemnified Party; provided, further, however, nothing contained in any Registration Statement under which such securities were registered under this Section 7.1 shall limit the Securities Actliability of the Seller or limit the recourse of the Purchaser, any Prospectus or preliminary prospectus included therein, the Administrative Agent or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller of the Lenders against the Seller for amounts otherwise specifically required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make paid by the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Seller pursuant to the Issuer by such seller expressly for use in the preparation terms of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion this Contribution Agreement other than pursuant to and limited this Section 7.1. Subject to the net amount received by such seller (after deducting any underwriting discount and expenses) from preceding sentence, the sale Seller shall indemnify each Indemnified Party for Indemnified Amounts, but without duplication of Registrable Securities pursuant amounts required to such Registration Statement.be paid under Section 6.1, relating to or resulting from:

Indemnification by the Seller. In (a) The Seller agrees to hold the event Purchaser, the Deal Agent, the Swap Counterparty, any Secured Party, any Affected Party and any Affiliates of the Purchaser, the Deal Agent, Swap Counterparty, any Secured Party and any Affected Party and the Purchaser’s, the Deal Agent’s, any Secured Party’s, any Affected Party’s and their Affiliates’ officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against all out-of-pocket liabilities, out-of-pocket losses, out-of-pocket damages, judgments, out-of-pocket costs, out-of-pocket expenses, penalties or fines of any registration kind that may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from (i) the Facility, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility or any transaction or Transaction contemplated hereby or thereby, or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility, or any transaction or Transaction contemplated hereby or thereby, (ii) any Mortgage Asset, any Purchased Item, any Pledged Collateral or any other collateral for the Facility, (iii) any violation or alleged violation of, non-compliance with or liability under any Applicable Law (including, without limitation, violation of securities laws and Environmental Laws), (iv) ownership of, Liens on, security interests in or the exercise of rights and/or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any other collateral for the Facility, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Registrable Securities under Income or rents, (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the Securities Act pursuant to Section 2.1 Purchased Items or 2.2on the adjoining sidewalks, each curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure on the part of the prospective sellers of such securitiesSeller, severally and not jointly, will indemnify and hold harmless the Issuer, each director Guarantor or the Pledgor to perform or comply with any of the Issuer, each officer terms of the Issuer who shall sign such Registration StatementMortgage Loan Documents, each the Repurchase Documents, the Purchased Items, the Pledged Collateral or any other person who participates as an underwritercollateral for the Facility, broker (viii) performance of any labor or dealer services or the furnishing of any materials or other property in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 respect of the Securities Act Underlying Mortgaged Property, any other related Property or Section 20 collateral, the Purchased Items or any part thereof, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof or the Repurchase Documents, (x) any Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or recording of any Repurchase Document, any Mortgage Loan Document or any memorandum of any of the Exchange Actforegoing, (xi) any Lien or claim arising on or against the Underlying Mortgaged Property, any other related Property or collateral, the Pledged Collateral, the Purchased Items or any part thereof under any Applicable Law or any liability asserted against the Deal Agent, the Purchaser, any Secured Party or any Affected Party with respect thereto, (xii) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of a Borrower, (xiii) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnified Party as a result of conduct of the Seller, the Pledgor or the Guarantor that violates any sanction enforced by OFAC, (xiv) any and all lossesIndemnified Amounts arising out of, claimsattributable or relating to, damages accruing out of, or liabilitiesresulting from (1) a past, joint present or severalfuture violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to which the Issuer Seller, the Pledgor, the Guarantor or any Borrower, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Guarantor, the Pledgor or any Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Repurchase Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents or (xv) any representation or warranty made or deemed made by the Seller, the Guarantor or any of their respective officers under or in connection with this Agreement or any other Repurchase Document, that shall have been false or incorrect in any material respect when made or deemed made or delivered, (xvi) the failure by the Seller, the Guarantor or any Servicer to comply with any term, provision or covenant contained in this Agreement, the Repurchase Documents, any Servicing Agreement or any agreement executed in connection with the foregoing agreements, or with any Applicable Law or with respect to any Purchased Items, or the nonconformity of any Purchased Items with any such directorApplicable Law, officer(xvii) the failure to vest and maintain vested in the Purchaser or Deal Agent as agent for the Secured Parties an undivided ownership interest in the Purchased Assets, participating person together with all Income, free and clear of any Lien (other than Permitted Liens) whether existing at the time of any Transaction or controlling person may become subject at any time thereafter, (xviii) the aggregate Repurchase Price for all Transactions exceeding the Maximum Amount on any Business Day, (xix) the failure to maintain perfection under the Securities Act UCC of any applicable jurisdiction or otherwiseother Applicable Laws with respect to any Purchased Items, insofar as whether at the time of any Transaction or at any subsequent time, (xx) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Borrower) of the Borrower to the payment with respect to any Purchased Item (including, without limitation, a defense based on the Purchased Item not being a legal, valid and binding obligation of such losses, claims, damages or liabilities (or actions or proceedings Borrower enforceable against it in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinaccordance with its terms), or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) other claim resulting from the sale of Registrable Securities pursuant the merchandise or services related to such Registration StatementPurchased Item or the furnishing or failure to furnish such merchandise or services, (xxi) any failure of the Seller, the Guarantor or any Servicer to perform its duties or obligations in accordance with the provisions of this Agreement, any Servicing Agreement or any of the other Repurchase Documents or any failure by the Seller, the Guarantor, any Servicer or any Affiliate of the Seller or the Guarantor to perform its respective duties under any Purchased Item, (xxii) the failure of the Seller, the Guarantor or any Servicer to remit any Income due hereunder to the Collection Account on or before the date such Income is required to be deposited therein (whether by the exercise of setoff rights or otherwise), (xxiii) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which a Borrower may be located as a result of the failure of the Seller to qualify to do business or file any notice or business activity report or any similar report, (xxiv) any action taken by the Seller, the Guarantor or any Servicer in the enforcement, collection or foreclosure of any Purchased Item, (xxv) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Purchased Assets or services that are the subject of any Purchased Item, (xxvi) any claim, suit or action of any kind or nature whatsoever arising out of or in connection with Environmental Laws including any vicarious liability, (xxvii) the failure by the Seller or the Guarantor to pay when due any Taxes for which the Seller or the Guarantor is liable, including, without limitation, sales, excise or personal property taxes payable in connection with the Purchased Items, (xxviii) any repayment by the Deal Agent, the Purchaser, any Secured Party or any Affected Party of any amount previously distributed in payment of the Repurchase Price, payment of Price Differential or the Aggregate Unpaids or any other amount due hereunder or under any Interest Rate Protection Agreement, in each case which amount the Deal Agent, the Purchaser, any Secured Party or any Affected Party believes in good faith is required to be repaid, (xxix) the commingling of Income on the Purchased Items at any time with other funds, (xxx) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Transactions or the security interest in the Purchased Items, (xxxi) any failure by the Seller to give reasonably equivalent value to the Transferors in consideration for the transfer by the Transferors to the Seller of any item of the Purchased Items or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code, (xxxii) the use of the proceeds of any Transaction in a manner other than as provided in this Agreement and the Purchase Agreements, (xxxiii) any Purchased Asset treated as or represented as an Eligible Asset or as satisfying the representations and warranties set forth in Schedule 1 that, at the applicable time, does not satisfy the foregoing criteria, (xxxiv) the exercise by any Borrower of any rights of setoff against the Seller, the Guarantor or any of their Affiliates or the exercise of any rights by a Borrower that impacts, impairs, reduces or diminishes any Income or any Purchased Asset, or (xxxv) the Seller’s, the Guarantor’s and/or the Pledgor’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Subsection 11.1(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Item, the Pledged Collateral or any other collateral for the Facility for any sum owing thereunder, or to enforce any provisions of any Purchased Item, the Pledged Collateral or any other collateral for the Facility, the Seller shall save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor, obligor or Borrower thereunder arising out of a breach by the Seller, the Guarantor or the Pledgor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor, obligor or Borrower or its successors from the Seller, the Guarantor or the Pledgor. The Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs, expenses and fees incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, the Repurchase Documents, the Mortgage Loan Documents and any transaction or Transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Subsection 11.1(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, the Guarantor, the Pledgor and/or any of their officers, directors, shareholders, employees or creditors, an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Notwithstanding the foregoing, if an Indemnified Amount is incurred under clause (xxxiii) above relating to a breach of any representation or warranty in Schedule 1 of this Agreement, the Deal Agent shall first pursue such loss under the provisions of Section 2.7 of this Agreement before pursuing such loss under this Article 11.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller agrees to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Buyer and each other personof its shareholders, if anyofficers and directors, who controls the Issuer or such other participating person within the meaning Affiliates, agents and employees from and against and in respect of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, claims, damages or liabilities, joint diminution of value, or several, to which the Issuer expenses suffered or incurred by any such directorparty (whether as a result of third party or other claims (whether valid or not), officerdemands, participating person suits, causes of action, proceedings, investigations, judgments or controlling person may become subject under the Securities Act liabilities or otherwise), insofar including reasonable costs of defense and reasonable attorneys' fees, assessed, incurred or sustained by or against any of them (in each case net of any tax benefits received, but only when such benefits are actually used by Buyer), with respect to, by reason of or arising out of (i) any breach of the representations or warranties of the Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or having "a Material Adverse Effect" qualification or limitation provided in any such lossesrepresentation and warranty in determining the existence and extent of any such breach), claims(ii) any breach or other failure to perform any covenant, damages agreement or liabilities obligation of the Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or actions having "a Material Adverse Effect" qualification or proceedings limitation provided in respect thereofany such covenant in determining the existence and extent of any such breach), (iii) arise any Excluded Liability (including without limitation any Excluded Liability that becomes, or is alleged to have become, a liability of the Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of law), (iv) any failure to obtain any required Consent, (v) any disposal or transport of Hazardous Substances by Seller or its Affiliates at or to property other than the Real Property, (vi) any liability under any sales contract that is an Assumed Contract resulting because Seller's obligations under such sales contract are past due as of the Closing, or (vii) any violation of Environmental Law or presence or release of Hazardous Substance at, arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller the Plants, the Business or the Real Property known by or made known to Seller prior to Closing (including but not limited to the violations of Environmental Law and presence or release of Hazardous Substances set forth in the Environmental Reports or on Schedule 4.1.11, each as updated by Seller or Buyer prior to Closing) (the "Seller Known Environmental Conditions"), in all cases subject to each of the terms, conditions and limitations set forth in this Article VII. In addition to and without limiting the generality of the foregoing, Seller (A) agrees to undertake, at its expense, all investigation, remediation and other response required by applicable Environmental Laws to be stated conducted as a result of the Seller Known Environmental Conditions, (B) shall indemnify and defend Buyer against any claim or liability arising out of such investigation, remediation and other response, and (C) shall indemnify and defend Buyer against any claim of or liability to any third party with respect to the Seller Known Environmental Conditions, all such environmental remediation to be controlled by Seller and conducted in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon accordance with applicable law and in conformity a manner that does not interfere unreasonably with written information furnished to Buyer's operation of the Issuer by such seller expressly for use in Plants or the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementBusiness following Closing; provided that the liability of each Seller's obligation to conduct such seller remediation or other response shall be in proportion to and limited to the net amount received work reasonably necessary to (1) address requirements imposed by such seller Environmental Laws and governmental authorities and (after deducting 2) continue operation of the Purchased Assets for the purposes operated as of the date hereof. Imposition of institutional or engineering controls acceptable to all governmental authorities with jurisdiction shall be deemed an acceptable means of remediation for the purposes of this Agreement; provided, further, that they do not result in any underwriting discount and expenses) from substantial loss, cost, expense, loss of production or profits, loss of value, interference with operations (whether existing or planned), or risk of claims or liability of, to or against Buyer or the sale Purchased Assets (or any of Registrable Securities pursuant to such Registration Statementthem).

Indemnification by the Seller. In (a) The Company, the event of any registration of any Registrable Securities under Purchaser, its Affiliates and their successors and assigns, and the Securities Act pursuant to Section 2.1 or 2.2officers, each directors, employees and agents of the prospective sellers of such securitiesCompany, severally the Purchaser, its Affiliates and not jointly, will indemnify their successors and hold assigns (each an "Indemnified Party") shall be indemnified and held harmless by the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against Seller for any and all Liabilities, losses, damages, claims, damages costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or liabilitiesincurred by them (hereinafter a "Loss"), joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon resulting from: (i) to the extent not covered by the Reinsurance Agreement, any untrue statement policyholder contract issued by the Company prior to the Closing Date; (ii) any claim or alleged untrue statement cause of a material fact action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of the Seller occurring or existing prior to the Closing; (iii) the breach of, or failure by, the Seller to perform, any covenant, agreement or undertaking on the Seller's part contained in the Acquisition Documents; (iv) the breach of any Registration Statement under which such securities were registered under representation or warranty of the Securities ActSeller contained in the Acquisition Documents; (v) the letter of credit issued on the Company's behalf by Merrill Lynch for the benefit of AXA Reinsurance Company identified xx XXX#MXX0006; (vi) the Lease Agreement for a certain premises located at 9201 Arboretum Parkway, Suite 250, Richmond, Virginia and the Partiax Xxx-Xxxxx xx 0,000 xxxxxxxx xxxxxx xxxx xxxxxxx xx Arrowhead General Insurance Agency; or (vii) any Prospectus liability of the Company incurred prior to the Closing (whether known or preliminary prospectus included thereinunknown at the time of execution of this Agreement) or arising out of any act, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact event occurring with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Company prior to the Issuer by such seller expressly for use Closing in excess of any provision therefore in the preparation Closing Date Balance Sheet, including (without limitation) any guarantee fund assessment or similar obligation levied against the Company to the extent such assessment is related to the pre-Closing operations of the Company; provided, however, that any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller indemnification with respect to Taxes shall be governed solely as set forth in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementArticle 6.

Indemnification by the Seller. In The Purchasers, their Affiliates, the event Companies, the Company Subsidiaries and their respective officers, members, partners, directors, employees, agents and representatives and their respective successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller (and its respective successors and assigns) for and against all Losses arising out of or resulting from: (i) any breach as of the date of this Agreement or the Closing Date of any registration representations and warranties made by the Seller in this Agreement or in any certificate delivered by the Seller at the Closing in accordance herewith (other than any breach of any Registrable Securities under representations or warranties set forth in Section 3.19, which shall be governed by Article VII), in each case, without regard to materiality qualifiers (including Material Adverse Effect); (ii) any failure by the Securities Act Seller to perform any of its covenants or agreements contained in this Agreement; (iii) any Indebtedness of the Companies and the Company Subsidiaries outstanding immediately after the Closing; (iv) the amount of all Seller Transaction Expenses which have not been paid prior to Closing and which the Companies and the Company Subsidiaries are required to pay following the Closing; (v) the Retained Litigation; (vi) amounts for which the Seller is liable pursuant to Section 2.1 or 2.2, each 5.13; (vii) Losses arising out of the prospective sellers of such securities, severally Pre-Closing Transfers and not jointly, will indemnify liabilities to be transferred from the Companies and hold harmless the Issuer, each director Company Subsidiaries in accordance with Section 5.08; (viii) Losses arising from the failure of the Issuer, each officer Seller to obtain any consents contemplated by Section 5.15; (ix) Losses of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer Companies and the Company Subsidiaries in the offering or sale respect of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 amounts of the Securities Act or Section 20 2008 Bonuses that are unpaid as of the Exchange ActClosing; and (x) any overdraft liabilities or negative cash balances as of the Closing Date; provided, against however, that, in each case, the Seller shall not be required to indemnify any and all losses, claims, damages or liabilities, joint or several, Purchaser Indemnified Party to which the Issuer or extent any such director, officer, participating person or controlling person may become subject under Loss has been taken into account in determining the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities Purchase Price Adjustment pursuant to such Registration StatementSection 2.07.

Indemnification by the Seller. In Subject to the event limitations set forth herein, following the Closing, the Seller shall indemnify and defend the Purchaser its Affiliates and (including the Company and its Subsidiaries) and their respective officers, directors, employees, agents and representatives (the “Purchaser Indemnified Parties”) against, and shall hold the Purchaser Indemnified Parties harmless from, any loss, liability, claim, charge, action, suit, proceeding, penalty, damage, expense (including reasonable fees of attorneys or other expenses incurred in connection with any Actions related to any claim for indemnification) or Tax (collectively, “Losses”) resulting from, arising out of, or incurred by any Purchaser Indemnified Party in connection with (a) any breach of any registration representation or warranty of the Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, (b) any breach of any Registrable Securities covenant or agreement of the Seller contained in this Agreement, (c) (i) any and all Taxes imposed on, allocated or attributable to or incurred or payable by the Company or any of its Subsidiaries (or any predecessor thereof) for any Pre-Closing Period; (ii) any and all Taxes imposed on any member of a consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor thereof) is or was a member on or prior to the Closing Date, by reason of the liability of the Company or any of its Subsidiaries (or any predecessor thereof), pursuant to Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) any failure by the Securities Act Seller to timely pay any and all Taxes required to be borne by the Seller pursuant to Section 2.1 or 2.25.11(a) (Transfer Taxes); and (iv) any Taxes resulting from, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement on the Section 338(h)(10) Election, (d) all Indebtedness of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon Company and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to its Subsidiaries and limited to the net amount received by such seller (after deducting any underwriting discount and expensese) from the sale of Registrable Securities pursuant to such Registration Statementall Transaction Expenses.

Indemnification by the Seller. In (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the event of Seller hereby agrees to indemnify the Buyer, any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each assignee of the prospective sellers of Buyer and any such securitiesPersons’ respective shareholders, severally officers, directors, members, managers, employees, agents or Affiliates (each an “Indemnified Party”), forthwith on demand, from and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, claims (whether brought by or involving the Seller or any other third party), liabilities and related out-of-pocket costs and expenses, including reasonable fees and out-of-pocket disbursements of outside counsel (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of any (i) acts or omissions of the Seller constituting bad faith, gross negligence or willful misconduct on the part of the Seller, (ii) breach of any representation or warranty by the Seller under any Transaction Document, (iii) failure by the Seller to comply with (A) any term, provision or covenant contained in any Transaction Document or (B) any Applicable Law, (iv) any litigation, proceedings or investigation against the Seller, or (v) to the extent any such action violated the standard of care applicable to the Seller pursuant to the applicable Underlying Instruments or otherwise breached the Seller’s obligations under any Underlying Instrument, actions of the Seller in connection with its enforcement of the Borrower’s rights with respect to any Loans owned by the Borrower, in each case, except for (a) (with respect to any Indemnified Party) any such damages, losses, claims, damages liabilities or liabilitiesrelated out-of-pocket costs and expenses resulting from such Indemnified Party’s own gross negligence, joint bad faith, fraud or several, to which the Issuer or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment and (b) any such directordamages, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages liabilities or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon related out-of-pocket costs and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) expenses resulting from the sale performance of Registrable Securities pursuant to such Registration Statementthe Transferred Assets.

Indemnification by the Seller. In (a) The Seller agrees to hold the event Purchaser, the Swap Counterparty and their Affiliates and the Purchaser’s, the Swap Counterparty’s and their Affiliates’ officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against all out-of-pocket liabilities, out-of-pocket losses, out-of-pocket damages, judgments, out-of-pocket costs, out-of-pocket expenses, penalties or fines of any registration kind that may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from (i) the Facility, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility or any transaction or Transaction contemplated hereby or thereby, or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility, or any transaction or Transaction contemplated hereby or thereby, (ii) any Mortgage Asset, any Purchased Item, any Pledged Collateral or any other collateral for the Facility, (iii) any violation or alleged violation of, non-compliance with or liability under any Applicable Law (including, without limitation, violation of securities laws and Environmental Laws), (iv) ownership of, Liens on, security interests in or the exercise of rights and/or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any other collateral for the Facility, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Registrable Securities Income or rents, (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the Purchased Items or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure on the part of the Seller, the Guarantor or the Pledgor to perform or comply with any of the terms of the Mortgage Loan Documents, the Repurchase Documents, the Purchased Items, the Pledged Collateral or any other collateral for the Facility, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of the Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof or the Repurchase Documents, (x) any Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or recording of any Repurchase Document, any Mortgage Loan Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against the Underlying Mortgaged Property, any other related Property or collateral, the Pledged Collateral, the Purchased Items or any part thereof under any Applicable Law or any liability asserted against the Securities Act Purchaser with respect thereto, (xii) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of a Borrower, (xiii) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnified Party as a result of conduct of the Seller, the Pledgor or the Guarantor that violates any sanction enforced by OFAC, (xiv) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Guarantor, the Pledgor or any Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to Section 2.1 any Environmental Law, or 2.2(7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, each the other Repurchase Documents or any of the prospective sellers Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents or (xv) any of the Seller’s, the Guarantor’s and/or any of their Affiliate’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Subsection 11(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such securitiesIndemnified Party against all Indemnified Amounts with respect to all Purchased Items and Mortgage Assets relating to or arising out of any violation or alleged violation of, severally noncompliance with or liability under any Applicable Law (including, without limitation, securities laws and not jointlyEnvironmental Laws) that, will in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Item, the Pledged Collateral or any other collateral for the Facility for any sum owing thereunder, or to enforce any provisions of any Purchased Item, the Pledged Collateral or any other collateral for the Facility, the Seller shall save, indemnify and hold such Indemnified Party harmless the Issuerfrom and against all expense, each director loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the Issueraccount debtor, each officer obligor or Borrower thereunder arising out of a breach by the Seller, the Guarantor, the Pledgor or an Affiliate of any of the Issuer who shall sign such Registration Statementforegoing of any obligation thereunder or arising out of any other agreement, each other person who participates as an underwriter, broker indebtedness or dealer liability at any time owing to or in the offering or sale favor of such securities and each other personaccount debtor, if anyobligor or Borrower or its successors from the Seller, who controls the Issuer Guarantor, the Pledgor or such other participating person within the meaning an Affiliate of Section 15 any of the Securities Act foregoing. The Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs, expenses and fees incurred in connection with the enforcement or Section 20 the preservation of such Indemnified Party’s rights under this Agreement, the Exchange ActRepurchase Documents, against the Mortgage Loan Documents and any transaction or Transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and all lossesdisbursements of its counsel. In the case of an investigation, claims, damages litigation or liabilities, joint or several, other proceeding to which the Issuer indemnity in this Subsection 11.1(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, the Guarantor, the Pledgor and/or any of their officers, directors, shareholders, employees or creditors, an Indemnified Party or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, other Person or any amendment Indemnified Party is otherwise a party thereto and whether or supplement thereto, or not any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementtransaction contemplated hereby is consummated.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold ----------------------------- harmless PTS against and in respect to all damages (as hereinafter defined) in excess of $5,000.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the Issuerimposition thereof, each director or in enforcing this indemnity, resulting to PTS from any inaccurate representation made by or on behalf of the IssuerSeller in or pursuant to this Agreement, each officer breach of any of the Issuer who shall sign such Registration Statementwarranties made by or on behalf of the Seller in or pursuant to this Agreement, each other person who participates as an underwriter, broker or dealer breach or default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act or Section 20 obligations to be performed by him hereunder. Notwithstanding the scope of the Exchange ActSeller's representations and warranties herein, against or of any individual representation or warranty, or any disclosure to PTS herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or PTS's knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of GBI, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving GBI or any owners thereof other than the Seller, whether or not disclosed to PTS; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) GBI's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from GBI's failure in any respect to perform any obligation required by it to be performed at or prior to the date hereof or at or prior to the Closing, or by reason of any default of GBI, at the date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, claimscosts, damages or liabilitiesand expenses (including without limitation all fees and disbursements of counsel) relating to damages. Notwithstanding anything contained in this Agreement to the contrary, joint or severalthe right to indemnification described in this paragraph shall expire one year after the Closing hereunder, to which except in the Issuer or case of the proven fraud by the Seller hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person may become subject under in which event such right to indemnification shall expire one year after the Securities Act or otherwise, insofar as discovery of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementfraud.

Indemnification by the Seller. In The Purchaser and its Subsidiaries and their respective Affiliates and each of their respective officers, directors, managers, employees, and agents and other Representatives (each a “Purchaser Indemnified Party”) shall, subject to Section 5.02(b), from and after the event Closing be indemnified and held harmless by the Seller for and against all losses, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses, including in connection with defense and/or enforcement), Taxes, interest, awards, judgments, and penalties suffered or incurred by them (hereinafter a “Loss”), to the extent arising out of, or resulting from, (a) the breach of any registration representation or warranty made by the Seller contained in this Agreement, (b) the breach of any Registrable Securities under covenant or agreement by the Securities Act pursuant Seller contained in this Agreement, (c) Excluded Taxes, (d) the Excluded Environmental Liabilities, (e) the Excluded Company Liabilities or (f) the Reorganization Transactions (other than any Taxes related thereto, which Taxes would be Excluded Taxes addressed in clause (c)); provided, that with respect to Section 2.1 or 2.2, each of the prospective sellers of such securitiesclauses (a) - (f) and notwithstanding anything to the contrary in this Agreement, severally the Purchaser Indemnified Parties shall not be indemnified under this Section 7.02 for any Assumed Liabilities, which shall be indemnified by the Company Entities as set forth in Section 7.04 (subject to the express terms set forth therein and not jointlyother limitations applicable with respect thereto); provided, will indemnify and hold harmless further, that the Issuer, each director Purchaser Indemnified Parties shall be indemnified under clause (a) above for any breach of the Issuerrepresentations or warranties made by the Seller in Section 3.13 (Asbestos Claims), each officer of subject to the Issuer who shall sign such Registration Statement, each express terms set forth therein and other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact limitations applicable with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementthereto.

Indemnification by the Seller. In The Seller agrees to indemnify the event Purchaser, its Affiliates and their respective Representatives (collectively, the “Purchaser Indemnitees”) from all costs, losses, liabilities, damages or expenses of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 kind or 2.2nature whatsoever, and hold each of the prospective sellers of such securitiesthem harmless against, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action (“Claims”), and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, claims, damages or liabilities, joint damages, or severalexpenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to which the Issuer or defend any such directormatter that may be incurred by them or asserted against or involve any of them), officerwhether or not involving a third-party Claim, participating person as a result of, arising out of, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished way related to the Issuer by such seller expressly for use in the preparation breach of any such Registration Statementrepresentations, Prospectus, preliminary prospectus, amendment warranties or supplementcovenants of the Seller contained herein; provided that such claim for indemnification relating to the breach of representations, warranties or covenants is made prior to the third anniversary of the Closing Date; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Seller shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of each such seller the Seller to the Purchaser Indemnitees pursuant to this Section 4.1 shall not be greater in amount than the Purchase Price payable to the Seller. No Purchaser Indemnitee shall be in proportion entitled to and limited recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.1; provided, however, that such limitation shall not prevent any Purchaser Indemnitee from recovering under this Section 4.1 for any such damages to the net amount received by extent that such seller (after deducting damages are in the form of diminution in value or are payable to a third party in connection with any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementthird-party Claims.

Indemnification by the Seller. In (a)In the event that, during the Indemnification Period there is (i) a material breach (or an alleged breach) of any registration of the representations or warranties made by, or any material breach of or material failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other material document contemplated hereby, or in any material document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any Registrable Securities under periods prior to the Securities Act Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival period pursuant to Section 2.1 or 2.28.1, then, in each of the prospective sellers of such securitiescase, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of each such seller shall be Two Hundred Dollars ($200.00) in proportion to out-of-pocket expenses and limited costs in connection with any of the foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the net amount received by such seller limitations set forth in this Section 8.2) to indemnify the Buyer and its Affiliates, including without limitation, the Company, and the Company’s directors, officers and employees (after deducting any underwriting discount and expensescollectively, the “Buyer Indemnified Parties”) from and against the sale entirety of Registrable Securities pursuant to such Registration Statementany material Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any material breach (or alleged breach) of the foregoing.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will The Seller shall indemnify and hold harmless the IssuerPurchaser from and against, each director all costs, fees, liabilities, losses, Taxes, charges, claims, expenses and damages, including, without limitation, reasonable legal fees and expenses (both those incurred in connection with the defense or prosecution of the Issuerindemnifiable claim and those incurred in connection with the enforcement of this provision) and costs of investigation, each officer actually incurred or as and when actually paid by the Purchaser, its agents or Affiliates, or any of their respective subsidiaries or Affiliates, or any of their respective officers, directors or employees, (collectively, “Purchaser Losses”) as a result of: any misrepresentation contained in or breach of or failure to perform any representation, warranty, covenant or agreement of the Issuer who shall sign such Registration StatementSeller contained in this Agreement or any other Transaction Document; provided, each other person who participates as an underwriterhowever, broker or dealer in that notwithstanding the offering or sale of such securities and each other personforegoing, if anyat Closing, who controls Purchaser’s Chief Executive Officer or Chief Financial Officer has actual knowledge based upon any document given by Seller to such Chief Executive Officer or Chief Financial Officer prior to Closing that Seller has breached a representation or warranty or failed to perform a covenant or agreement, Purchaser’s election to complete the Issuer transaction herein contemplated shall act as a waiver of Purchaser’s right to claim indemnity by Seller for said breach or such other participating person within the meaning of Section 15 failure; any Taxes of the Securities Act or Section 20 Seller in respect of the Exchange ActBusiness with respect to any Tax year or portion thereof for any Pre-Closing Period, as well as the unpaid Taxes of any Person (other than the Seller) under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise; any Retained Liabilities, Non-Business Assets and Excluded Assets; the actual or threatened commencement of any proceeding, suit or action against the Seller, the Purchaser or any Affiliate thereof, or any director, officer or employee of any of them, arising out of actions taken or omitted to be taken prior to the Closing by the Seller or its agents in respect of the Business or the Acquired Assets, which, if determined adversely (regardless of the actual determination thereof) would result in a Purchaser Loss which is indemnifiable under the provisions of this Section 9(a) (any such pending or threatened proceeding, suit or action being a “Purchaser Covered Action”); or any and all lossesactions, claimssuits, damages proceedings, claims or liabilities, joint demands incident to any of the foregoing or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementindemnifications.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will The Seller shall indemnify and hold harmless the IssuerPurchaser and its Affiliates, each director officers, directors, stockholders, employees and agents and the successors and assigns of all of them (the "Purchaser Indemnified Parties"), and shall reimburse the Purchaser Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and attorneys' fees) (collectively, "Damages"), arising from or in connection with (a) any inaccuracy or breach of any of the Issuerrepresentations and warranties, each officer of the Issuer who shall sign Seller in this Agreement or in any certificate or document delivered by the Seller pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with in any respect any such Registration Statementrepresentation or warranty, each other person who participates as an underwriter(b) any failure by the Seller to perform or comply with any agreement, broker covenant or dealer obligation in this Agreement or in any certificate or document delivered by the offering Seller pursuant to this Agreement to be performed by or sale of such securities and each other personcomplied with by the Seller, if any, who controls (c) any claims made by a third Person against the Issuer Purchaser or such other participating person within the meaning of Section 15 Assets based upon a Contractual obligation of the Securities Act Seller or Section 20 of the Exchange ActBusiness prior to the Closing Date, against (d) any and all lossesclaims made at any time arising out of, claimsor in connection with, damages any environmental laws or liabilities, joint environmental conditions on or several, relating to the Assets which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon conditions existing prior to the Closing Date, (e) Taxes attributable to the ownership of the Assets prior to the Closing, (f) Taxes attributable to the conduct by the Seller of the Business or the Seller's operation or ownership of its Assets, (g) any untrue statement claims on account of the failure of the Seller to comply with applicable bulk sales or alleged untrue statement of a material fact contained in bulk transfer Laws, (h) any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, claims for severance or any amendment other compensation made by any consultant, employee, representative or supplement theretoagent of the Business, or (i) any omission or alleged omission to state a material fact with claim made at any time by any Governmental Body in respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make of the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Business for all periods prior to the Issuer Closing Date, (j) any Indebtedness, debt or obligation of the Seller other than the Assumed Liabilities or (k) any litigation, action, Claim, proceeding or investigation by such seller expressly for use in any third party relating to or arising out of the preparation Business or operations of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementSeller.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser and its officers, each director of the Issuerdirectors, each officer of the Issuer who shall sign such Registration Statementemployees and agents, each other person who participates as an underwriterincluding its investment advisor, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person Purchaser within the meaning of Section 15 of the Securities Act Act, against any losses, claims, damages, liabilities or Section 20 of expenses to which such persons may become subject, under the Act, the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person other federal or controlling person may become subject under the Securities Act state statutory law or otherwise, regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any Registration Statement under which such securities were registered under information deemed to be a part thereof as of the Securities Acttime of effectiveness pursuant to paragraph (b) of Rule 430A, any Prospectus or preliminary prospectus included thereinpursuant to Rule 434 of the Rules and Regulations, or the Resale Prospectus, or any amendment or supplement thereto, or any the omission or alleged omission to state in any of them a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleading if misleading, and will reimburse such persons for any legal and other expenses as such expenses are reasonably incurred by such persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Shelf Registration Statement, the Resale Prospectus or any amendment or supplement of the Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Issuer Seller by such seller or on behalf of any Purchaser expressly for use in the preparation of any such Shelf Registration Statement, Statement or the Resale Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Phase I Closing occurs, and subject to the Securities Act pursuant to limitations expressly set forth in Section 2.1 or 2.28.4 and Section 8.5, each of the prospective sellers of such securities, severally and not jointly, Seller will indemnify and hold harmless the IssuerPurchaser and its Affiliates and its and their directors, each director of officers, employees, agents and representatives (collectively, the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities “Purchaser Indemnified Parties”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact other than Losses with respect to such seller required Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnified Parties arising or resulting from (a) any breach of any representation or warranty set forth in Article 3 or in the certificates delivered pursuant to be stated in any such Registration StatementSections 2.10(a)(xi) or Section 2.11(a)(iv) (determined, Prospectusunless and until the Phase II Closing shall have occurred, preliminary prospectussolely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity the event that the Phase II Closing shall have occurred, with written information furnished respect to the Issuer Business and the Purchased Assets and Assumed Liabilities), (b) any breach of any agreement or covenant of the Seller or any of its Affiliates set forth in this Agreement (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by such seller expressly for use the Purchaser upon the consummation of the Phase I Closing, and in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided event that the liability of each such seller Phase II Closing shall be in proportion to and limited have occurred, with respect to the net amount received by such seller Business and the Purchased Assets and Assumed Liabilities), (after deducting c) any underwriting discount Excluded Liability, and expenses(d) any Selling Expenses or Indebtedness (to the extent not deducted from the sale of Registrable Securities Purchase Price pursuant to such Registration Statement.Section 2.7). For the sake of clarity, the amount of indemnified Losses will be calculated without regard to any materiality or Material Adverse Effect qualifications contained in the applicable provisions hereof. Section 8.2

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Phase I Closing occurs, and subject to the Securities Act pursuant to limitations expressly set forth in Section 2.1 or 2.28.4 and Section 8.5, each of the prospective sellers of such securities, severally and not jointly, Seller will indemnify and hold harmless the IssuerPurchaser and its Affiliates and its and their directors, each director of officers, employees, agents and representatives (collectively, the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities “Purchaser Indemnified Parties”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact other than Losses with respect to such seller required Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnified Parties arising or resulting from (a) any breach of any representation or warranty set forth in Article 3 or in the certificates delivered pursuant to be stated in any such Registration StatementSections 2.10(a)(xi) or Section 2.11(a)(iv) (determined, Prospectusunless and until the Phase II Closing shall have occurred, preliminary prospectussolely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity the event that the Phase II Closing shall have occurred, with written information furnished respect to the Issuer Business and the Purchased Assets and Assumed Liabilities), (b) any breach of any agreement or covenant of the Seller or any of its Affiliates set forth in this Agreement (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by such seller expressly for use the Purchaser upon the consummation of the Phase I Closing, and in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided event that the liability of each such seller Phase II Closing shall be in proportion to and limited have occurred, with respect to the net amount received by such seller Business and the Purchased Assets and Assumed Liabilities), (after deducting c) any underwriting discount Excluded Liability, and expenses(d) any Selling Expenses or Indebtedness (to the extent not deducted from the sale of Registrable Securities Purchase Price pursuant to such Registration StatementSection 2.7). For the sake of clarity, the amount of indemnified Losses will be calculated without regard to any materiality or Material Adverse Effect qualifications contained in the applicable provisions hereof.

Indemnification by the Seller. (a) In the event that, during the Indemnification Period there is (i) a breach (or an alleged breach) of any registration of the representations or warranties made by, or any breach of or failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by any of the Acquired Companies of facilities in respect of any Registrable Securities under periods prior to the Securities Act Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to any of the foregoing and, if there is an applicable survival period pursuant to Section 2.1 or 2.28.1, each then, provided that the Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of the prospective sellers of such securities, severally One Hundred Thousand Dollars ($100,000.00) in out-of-pocket expenses and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates costs as an underwriter, broker or dealer in the offering or sale of such securities and each other personreduced by Tax benefits, if any, who controls the Issuer or such other participating person within the meaning (as provided in Section 8.2(c) of Section 15 this Agreement) in connection with any of the Securities Act or foregoing (the "Threshold Amount"), then thereafter the Seller agrees (subject to the limitations set forth in this Section 20 8.2) to indemnify the Buyer and its Affiliates, directors, officers. employees, stockholders, the Buyer's Representatives and agents (collectively, the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the Exchange Actclaim for indemnification (including any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the end of the applicable survival period) resulting from, against arising out of, relating to, in the nature of, or caused by any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities breach (or actions alleged breach) of the foregoing; provided, however, there will be a Two Million Five Hundred Thousand Dollars ($2,500,000.00) aggregate ceiling on the obligation to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, arising out of, or proceedings relating to, the items identified in this Article VIII. The right to indemnification or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinto, or any amendment Knowledge acquired except for Knowledge acquired directly from a Schedule attached hereto or supplement theretodirectly from written documentation provided by the Seller to the Buyer, whether before or any omission after the execution and delivery of this Agreement or alleged omission to state a material fact the Closing Date, with respect to such seller required to be stated in the accuracy or inaccuracy of or compliance with, any such Registration Statementrepresentation, Prospectuswarranty, preliminary prospectuscovenant, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementobligation.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser, its Affiliates and its and their respective partners, directors, officers, managers, members, consultants, contractors, employees, representatives or agents (each, a “Purchaser Indemnified Party”) from and against, and will pay to each director of Purchaser Indemnified Party the Issueramount of, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, claimswhether or not involving a Third Party Claim, damages arising out of (a) any breach of any representation or liabilitieswarranty made by the Seller in any of the Transaction Documents or certificates delivered by the Seller to the Purchaser in writing pursuant to this Agreement, joint (b) any breach of or severaldefault under any covenant or agreement of the Seller in any of the Transaction Documents, (c) any Excluded Assets or Excluded Liabilities and Obligations, and (d) any fees, expenses, costs, liabilities or other amounts incurred or owed by Seller or its Affiliates to which any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Issuer transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on Seller any recourse liability for the Purchased Assets because of the insolvency or any such directorother creditworthiness problems of the Licensee or the insufficiency of the Purchased Assets, officer, participating person whether as a result of the amount of cash flow resulting from sales or controlling person may become subject under licensing of the Securities Act Royalty Product or otherwise, insofar as such losses, claims, damages in each case unless resulting from the breach or liabilities (or actions or proceedings in respect thereof) arise out default by Seller of or are under any of the Transaction Documents, (ii) that results from the gross negligence, willful misconduct or fraud of any Purchaser Indemnified Party, (iii) that results from the failure of Licensee to perform any of its obligations under the Medco License Agreement, unless directly resulting from the breach or default by the Seller of or under the Medco License Agreement or hereunder or (iv) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement, (ii) any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party, (iii) any Excluded Liabilities and Obligations (unless such Excluded Liabilities and Obligations are due to the Purchaser not complying with any confidentiality provisions set forth in this Purchase and Sale Agreement), and (iv) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or (B) acts or omissions of the Seller based upon the written instructions from any untrue statement Purchaser Indemnified Party. Notwithstanding the foregoing, absent Seller’s actual fraud, in no event shall Seller’s indemnification obligations under clause (i) of this Section 7.1 exceed, individually or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actaggregate, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished an amount equal to the Issuer Purchase Price, less all Royalties received by such seller expressly for use in the preparation of any such Registration StatementPurchaser, Prospectuswithout duplication, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion under this Agreement prior to and limited to through resolution of the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementapplicable claim.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, The Seller hereby indemnifies and holds each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling Persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party or the Counterparty License Agreement, (iii) any Excluded Liabilities and Obligations (unless such directorExcluded Liabilities and Obligations are due to the Purchaser not complying with any confidentiality provisions set forth in the Counterparty License Agreement), officer(iv) claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the Counterparty License Agreement and (v) any fees, participating person expenses, costs, liabilities or controlling person may become subject under other amounts incurred or owed by the Securities Act Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party that (A) has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales of RAPIACTA or otherwise, insofar as unless resulting from the failure of the Seller to perform its obligations under this Purchase and Sale Agreement, (B) results from the bad faith, gross negligence or willful misconduct of such lossesPurchaser Indemnified Party, claims(C) results from the failure of any other Person to perform any of its obligations under any of the Transaction Documents or (D) results from the Seller’s acts or omissions based upon the written instructions from any Purchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand. In addition to the foregoing obligations of the Seller, damages the Seller agrees (a) to pay to the Purchaser on demand all reasonable costs and expenses incurred by the Purchaser in connection with the enforcement of the Transaction Documents against the Seller or liabilities any Affiliates of the Seller, (b) to indemnify the Purchaser on an after-tax basis for any stamp and other taxes and fees payable or actions or proceedings determined to be payable in connection with the execution, delivery, filing and recording of the Transaction Documents, and to indemnify each Purchaser Indemnified Party on an after-tax basis in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact liabilities with respect to such seller taxes and fees, and (c) to indemnify the Purchaser on an after-tax basis for any U.S. federal, state or local or any foreign income, franchise or other taxes imposed on income or assets (including any interest, penalties or accountant or counsel fees incurred in connection with such taxes) asserted against, withheld from or required to be stated in withheld by the Purchaser at any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided time that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementNotes are outstanding.

Indemnification by the Seller. In From and after the event Closing Date, the Purchaser and its Affiliates (including the Company) and their respective officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller for, from and against all losses, Liabilities, damages, costs and expenses (including reasonable attorneys’ and other professional fees), interest, Taxes, Orders, awards, judgments and penalties actually suffered or incurred by them (hereinafter, a “Loss”), arising out of or resulting from: (a) the breach of any registration of any Registrable Securities under representation or warranty made by the Securities Act Seller contained in this Agreement (other than a representation or warranty contained in Section 3.18 (Taxes), which shall be indemnifiable pursuant to Section 2.1 7.01(a)); (b) the breach of, or 2.2failure to comply with, each any covenant or agreement of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless Company or the Issuer, each director of Seller contained in this Agreement; (c) all Liabilities or Losses to the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise extent arising out of or are based upon any untrue statement related to the Retained Employees, the Pre-Closing Restructuring or alleged untrue statement the conduct or operation of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact Retained Businesses (other than with respect to Taxes, which shall be indemnifiable solely pursuant to Section 7.01(a); (d) any Indebtedness of the Company as of the Closing that was not either included in the final calculation of the final Closing Indebtedness Amount pursuant to Section 2.06 or included by the Purchaser in the Initial Closing Statement (regardless of whether such seller required to be stated amount was included in any such Registration Statement, Prospectus, preliminary prospectus, amendment the final calculation of the Final Closing Indebtedness Amount) and (e) all Liabilities or supplement or necessary to make Losses of the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Company to the Issuer by such seller expressly extent (x) arising or resulting prior to the Closing Date out of or from the Acordo Coletivo de Trabalho, para implementação de jornada diferenciada de trabalho dated May 13, 2016 or (y) arising out of or resulting from the matters set forth on Section 3.10 of the Disclosure Schedule. For purposes of calculating Losses incurred out of or relating from any breach of a representation or warranty in this Agreement, but not for use in the preparation purposes of any such Registration Statementdetermining whether or not a breach has occurred, Prospectusall qualification set forth therein relating to “material”, preliminary prospectus, amendment “materiality” or supplement; provided that the liability of each such seller “Material Adverse Effect” shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdisregarded.

Indemnification by the Seller. In Subject to the event provisions of any registration of any Registrable Securities under this Article 9, the Securities Act pursuant to Section 2.1 or 2.2Seller Parties will indemnify, each of the prospective sellers of such securitiesdefend, severally and not jointly, will indemnify reimburse and hold harmless the IssuerCompany, the Buyer and INVO and each director of the IssuerBuyer’s and INVO’s Affiliates, and each officer of the Issuer who shall sign such Registration Statementdirectors, officers, equityholders, partners, members, managers, employees, agents, consultants, advisors and Representatives of each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 foregoing Persons (other than, for the avoidance of doubt, the Exchange ActSeller) (each, a “Buyer Indemnified Person”), from, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, claimsdamages, damages bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or liabilitiesamounts paid in settlement (in each case, joint including reasonable attorneys’ and experts fees and expenses), whether or severalnot involving a Third Party Claim (collectively, “Losses”), which any Buyer Indemnified Person may suffer, incur, sustain or become subject to which as a result of, arising out of or directly or indirectly relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by the Issuer Company or the Seller Parties in this Agreement or certificate delivered by a Party pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant or agreement of the Seller Parties or, prior to or at the Closing, the Company in this Agreement; (c) any Transaction Expenses or any such directorDebt of the Company or the Seller Parties as of the Closing or arising from any matter or thing occurring prior to Closing; (d) any Indemnified Taxes; (e) any Overpayment or Prepaid Amounts not settled or repaid by the Company prior to Closing; (f) any and all Debts and Liabilities (other than Assumed Liabilities) of the Company and/or the Seller Parties related to the operation or conduct of the Business by the Company and the Seller Parties prior to the Closing, officerincluding but not limited to any Liabilities or obligations related to any prepaid work or services, participating person debts, Liabilities, obligations and commitments arising prior to the Closing under any existing leases for the Leased Real Property, of whatever nature or controlling person may become subject under the Securities Act character, whether absolute, contingent or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinaccruing prior to, or created prior to the Closing; and (g) any amendment or supplement thereto, Excluded Assets or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementExcluded Liabilities.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser and its Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each director of Purchaser Indemnified Party the Issueramount of, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, claimswhether or not involving a Third Party Claim, damages arising out of (a) any breach of any representation or liabilitieswarranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement (determined without giving effect to any disclosure set forth on Schedule 3.11), joint (b) any breach of or severaldefault under any covenant or agreement of the Seller in any of the Transaction Documents or Counterparty Agreements, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to which any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Issuer transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or any such directorother creditworthiness problems of either Counterparty or the insufficiency of the Royalties, officer, participating person whether as a result of the amount of cash flow arising from sales or controlling person may become subject under licensing of the Securities Act Licensed Products or otherwise, insofar as such lossesin any case unless resulting from the breach or default by the Seller of or under any of the Transaction Documents or Counterparty Agreements, claims, damages or liabilities (or actions or proceedings ii) for any matter in respect thereofof which any Seller Indemnified Party would be entitled to indemnification under Section 7.2, (iii) arise out to the extent resulting from the bad faith, gross negligence or willful misconduct of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under Purchaser Indemnified Party, (iv) to the ***Text Omitted and Filed Separately with the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.Exchange Commission. Confidential Treatment Requested Under

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilities, joint other expenses (“Losses”) incurred by such Indemnified Person or several, to which asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or any amendment with the Seller's consent or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished the Seller's actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) arising due to the Issuer by such seller expressly for use deterioration in the preparation credit quality or market value of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Loans or supplement; provided that the liability of each such seller shall be in proportion to and limited other Transferred Collateral to the net amount received extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its affiliates, (B) resulting from claims solely among the Indemnified Persons and (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such seller Loss resulted from (after deducting i) the gross negligence, willful misconduct or fraud of such Indemnified Person or (ii) a material breach of such Indemnified Person's express obligations under any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementTransaction Document.

Indemnification by the Seller. In The Seller agrees to indemnify the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, Purchaser and each of its Affiliates and their respective officers, directors and employers (collectively, the prospective sellers “Purchaser Indemnified Parties”) against, and agrees to hold each of such securitiesthem harmless from, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdamage, loss, liability, expense, judgment, settlement, claim, cost or penalty (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Action and enforcement of any rights of indemnification against any Indemnifying Party or with respect to any appeal) (collectively, “Losses”) incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from, without duplication, (i) any breach of a representation or warranty of the Seller contained in this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, (ii) any breach of an agreement or covenant made by the Seller in this Agreement, (iii) any failure of the Seller or any of its Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, or (iv) any Excluded Liability. Notwithstanding the foregoing, the Purchaser Indemnified Parties will not be entitled to indemnity pursuant to clause (i) of this Section 9.2: (x) in respect of any individual Action or individual claim, fact or occurrence or any series of related Actions, claims, damages facts or liabilitiesoccurrences (including any class action), joint until Losses in respect of such individual or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesrelated Actions, claims, damages facts or liabilities occurrences are greater than the De Minimis Claim Amount; or (y) for any Losses, until the aggregate amount of all such Losses incurred or actions suffered by the Purchaser Indemnified Parties exceeds the Deductible Amount, in which case the Purchaser Indemnified Parties be entitled to indemnification for the full amount of such Losses in excess of such threshold; provided, however, that in no event will the Purchaser Indemnified Parties be entitled to indemnity for Losses pursuant to clause (i) of this Section 9.2 to the extent that the amount of Losses, in the aggregate, incurred or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under suffered by the Securities ActPurchaser Indemnified Parties exceeds the Indemnity Cap Amount, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact except with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) Losses arising from the sale breach of Registrable Securities pursuant to such Registration StatementSection 4.1(g), Section 4.1(l)(i), or Section 6.1.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesactually incurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, (I) arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party or any of the Counterparty Agreements to which the Seller or any of its Affiliates is party, (iii) any of the liabilities or obligations of the Seller (unless such directorliabilities or obligations are due to the Purchaser not complying with any confidentiality provisions set forth in the Counterparty Agreements), officerincluding the Retained Liabilities, participating person and (iv) any fees, expenses, costs, liabilities or controlling person may become subject under other amounts incurred or owed by the Securities Act Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; or (II) relating to the rights of Alnylam to enforce or defend any of the Category 1 Patents in any suit or action relating to patent infringement or invalidity against or brought by a competitor or post-grant proceeding, including Inter Partes Review proceedings arising from the Seller or its Affiliates being party to any other contract, agreement or other understanding or arrangement (whether written or oral) relating to the rights to enforce or defend any of the Category 1 Patents; provided, however, that the foregoing clauses (I) and (II) shall exclude any indemnification to any Purchaser Indemnified Party (A) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of the Counterparties or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Products or otherwise, insofar as unless resulting from the failure of the Seller to perform its obligations under this Purchase and Sale Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such lossesPurchaser Indemnified Party, claims, damages (C) to the extent resulting from the failure of any Person other than the Seller to perform any of its obligations under any of the Transaction Documents or liabilities (D) to the extent resulting from acts or actions or proceedings in respect thereof) arise out omissions of or are the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the IssuerPurchaser and its Affiliates and any or all of their respective partners, each officer of directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) from and against, and will pay to the Issuer who shall sign such Registration StatementPurchaser Indemnified Party the amount of, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses awarded against or incurred or suffered by the Purchaser Indemnified Party, claimswhether or not involving a Third-Party Claim, damages arising out of (a) any breach of any representation or liabilitieswarranty made by the Seller in any of the Transaction Documents or in any certificate delivered by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement, joint (b) any breach of or severaldefault under any covenant or agreement of the Seller in any of the Transaction Documents, (c) any Excluded Liabilities and Obligations or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller to which any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Issuer transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on the Seller any liability to make payments of or in lieu of the Purchased Royalties because of any such directorCredit Event or the insufficiency of the Purchased Royalties, officer, participating person whether as a result of the amount of cash flow arising from sales or controlling person may become subject under licensing of the Securities Act Product or otherwise, insofar as such lossesin any case unless directly resulting from the breach or default by the Seller of or under any of the Transaction Documents, claims, damages or liabilities (or actions or proceedings ii) for any matter in respect thereofof which any Seller Indemnified Party would be entitled to indemnification under ‎Section 7.2, (iii) arise out to the extent resulting from the fraud, bad faith, gross negligence, or willful misconduct of any Purchaser Indemnified Party, (iv) to the extent resulting from the failure of the Licensee to perform any of its obligations under the Commercialization Agreement, unless directly resulting from the breach or default by the Seller of or are under the Commercialization Agreement, or (v) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any undisputed amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Seller to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Party upon demand.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, The Seller will indemnify and hold harmless the IssuerBuyer and each of its directors, officers, shareholders, partners, employees, agents and Affiliates (including, following the Closing, the Company), and the Representatives and Affiliates of each director of the Issuerforegoing Persons (each, each officer of the Issuer who shall sign such Registration Statementa “Buyer Indemnified Person”), each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actfrom, against and in respect of any and all Actions, Liabilities, Governmental Orders, Encumbrances (other than Permitted Encumbrances), losses, claimsdamages, damages bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or liabilitiesamounts paid in settlement (in each case, joint including reasonable attorneys’ and experts fees and expenses), whether or severalnot involving a third party claim (each, to which a “Loss”, and collectively, the Issuer “Losses”), incurred or suffered by the Buyer Indemnified Persons or any such directorof them as a result of, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon directly or indirectly relating to: (a) any untrue statement breach of, or alleged untrue statement of a material fact contained inaccuracy in, any representation or warranty made by the Seller in this Agreement, any Ancillary Agreement or in any Registration Statement under which such securities were registered under exhibit, Schedule, instrument or certificate delivered by Seller to Buyer pursuant to this Agreement; (b) any fraud of the Securities Act, any Prospectus or preliminary prospectus included therein, Seller or any amendment breach or supplement thereto, violation of any covenant or agreement of the Seller in or pursuant to this Agreement or any omission or alleged omission Ancillary Agreement to state a material fact with respect to such seller the extent required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment performed or supplement complied with by the Seller at or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer Closing Date; (c) any Liability under or in connection with the Arizona Warehouse Lease, (d) any Liability of the Company for Liabilities of the Seller or its Affiliates (including without limitation, Excalibur Integrated Systems Inc.); (e) any Closing Debt or Seller Transaction Expenses; (f) any Liabilities in excess of $50,000 or any Tax Liabilities, in each case associated with the manner in which the assets of Excalibur Integrated Systems Inc. were transferred to the Company; (g) any Taxes required to be paid by such seller expressly for use the Company relating to any period on or before the Closing Date; (h) any Third Party Claim against the Company instituted prior to or after the Closing Time relating to matters arising from (X) the conduct of the Business prior to the Closing Time and whether or not disclosed on Schedule 3.23 or (Y) the Excluded Inventory (other than arising from the gross negligence, recklessness or willful misconduct of the Buyer or Route1 or arising following the Closing Date from the gross negligence, recklessness or willful misconduct of the Company. With respect to ‎Section 9.1(a), in the preparation case of any such Registration Statementrepresentation or warranty that is limited by the word “Material Adverse Effect”, Prospectus“material” or by any similar term or limitation, preliminary prospectus, amendment or supplement; provided that the liability amount of each such seller Losses subject to indemnification hereunder shall be in proportion to and limited to determined as if the net amount received by such seller (after deducting words “Material Adverse Effect”, “material” or any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementsimilar term or limitation were not included therein.

Indemnification by the Seller. In From and after the event of any registration of any Registrable Securities under date hereof, the Securities Act pursuant Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally indemnify and not jointly, will indemnify save and hold harmless the IssuerPurchaser, each director its officers, directors, shareholders, agents, successors, assigns and affiliates (collectively, the "Purchaser Indemnified Parties") from, against, for and in respect of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, claimsobligations, damages or liabilities, joint deficiencies, costs, expenses, including, without limitation, interest, penalties, reasonable attorneys' fees and reasonable amounts paid in investigation, defense and/or settlement suffered, sustained, incurred or severalrequired to be paid by any of the Purchaser Indemnified Parties by reason of, or in connection with, or arising out of any demand, claim, suit, action, investigation or proceeding by any person or entity not a party to which this Agreement with respect to: (i) the Issuer Excluded Liabilities; (ii) the conduct of the Business prior to the Closing Date; (iii) the breach of any representation or warranty of the Seller, or any such directorof them, officer, participating person in this Agreement; or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofiv) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement certificate, schedule, exhibit, instrument or paper delivered or to be delivered by the Seller in connection with the transactions herein contemplated ((i) through (iv), the "Purchaser Losses"); PROVIDED, HOWEVER, the Seller shall have no liability under this Section 14.1 unless and until the aggregate of all Purchaser's Losses exceeds $50,000 in which event Seller shall be liable for all Purchaser's Losses in excess of such securities were registered under amounts. Notwithstanding the Securities Actforegoing, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact the Seller's liability with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller this Section 14.1 shall be in proportion to and limited to the net amount received Purchase Price. In case the Seller ceases to exist, an appropriate guarantee acceptable to the Purchaser shall be issued by any company receiving substantially all the assets and liabilities of Seller, or, at Seller's option, a bank guarantee in lieu of such seller (after deducting any underwriting discount guarantee, in either case, however, not to be unreasonably disapproved by the Purchaser and expenses) from agreed in writing between the sale of Registrable Securities pursuant to such Registration StatementParties.

Indemnification by the Seller. In Subject to the event provisions of any registration this Article VIII, after the Closing Date, Seller shall indemnify the Purchaser and its Affiliates and each of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2their respective officers, directors, employees, agents and each of the prospective sellers of such securities, severally successors and not jointly, will indemnify and hold harmless the Issuer, each director assigns of the Issuerforegoing against, and agree to hold each officer of the Issuer who shall sign such Registration Statementthem harmless from, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdamage, claimsdisbursement, damages loss, liability, cost, claim, interest, award, judgment, penalty, interest or liabilitiesexpense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, joint suit or several, proceeding) (“Losses”) (including such fees and expenses related to which the Issuer enforcement of this Agreement) incurred or suffered by the Purchaser or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities of its Affiliates because of (or actions or proceedings in respect thereof1) arise out of or are based upon any untrue statement or alleged untrue statement breach of a material fact representation or warranty of Seller contained in Section 3.1 determined without regard to any Registration Statement under which such securities were registered under Knowledge, Material Adverse Effect or materiality qualifier therein (except in the Securities Actcase of the representations and warranties set forth in Sections 3.1(e)), (2) any Prospectus breach of an agreement or preliminary prospectus included thereincovenant made by Seller in this Agreement or in any certificate delivered pursuant to this Agreement, (3) any Excluded Liabilities, (4) any Excluded Taxes, (5) the failure by Seller to comply with any applicable bulk sales laws (notwithstanding the waiver contained in Section 4.13), or (6) except as reserved or reflected in the Annual Financial Information or Interim Financial Information and subject to Section 3.1(e), Seller’s operation of the Business prior to the Closing Date. Notwithstanding the foregoing, Purchaser and its Affiliates shall not be entitled to indemnification pursuant to clause (1) of this Section 8.2 (other than for breaches of Sections 3.1(a), (b), (f), (k)(i), (k)(ii), (m) and (n) which shall not be subject to the following limitations): (a) for any amendment Losses until the aggregate amount of all Losses incurred or supplement thereto, suffered by the Purchaser or any omission or alleged omission of its Affiliates exceeds Five Hundred Thousand Dollars ($500,000), in which case the Purchaser and its Affiliates shall be entitled to state a material fact with respect to indemnification for the full amount of Losses in excess of such seller required to be stated in any such Registration Statementthreshold; and (b) for Losses, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation aggregate, incurred or suffered by the Purchaser or any of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that its Affiliates in excess of one-half of the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementPurchase Price.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director Purchaser and its affiliates against and in respect to all damages (as hereinafter defined) up to the amount of the IssuerPurchase Price. Damages, each officer as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to the Purchaser from any inaccurate representation made by or on behalf of the Issuer who shall sign such Registration StatementSeller in or pursuant to this Agreement, each other person who participates as an underwriterbreach of any of the warranties made by or on behalf of the Seller in or pursuant to this Agreement, broker breach or dealer default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act or Section 20 obligations to be performed by it hereunder. Any damages incurred by the Purchaser shall first be settled by deducing said amount from the Holdback Amount. Notwithstanding the scope of the Exchange ActSeller's representations and warranties herein, against or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Company, as of the date hereof, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing involving the Company or any stockholders thereof other than the Seller, whether or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company's failure in any respect to perform any obligation required by it to be performed at or prior to the Closing, or by reason of any default of the Company, at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the Purchaser and/or the Company on demand for any payment made or required to be made by the Purchaser and/or the Company at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Issuer foregoing indemnity relates. The Purchaser shall give, or the Purchaser shall cause the Company to give, the Seller written notice within 30 days after notification of any such director, officer, participating person litigation threatened or controlling person may become subject under instituted against the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement Company which might constitute the basis of a material fact claim for indemnity by the Purchaser and/or the Company against the Seller. Notwithstanding anything contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished this Agreement to the Issuer by such seller expressly for use contrary, the right to indemnification described in this paragraph shall expire 18 months after the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will The Seller shall indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or taxes, assessments, demands, damages, liabilities, joint obligations, costs and/or expenses (hereinafter referred to collectively as the "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as hereinafter defined), sustained or several, to which incurred by the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Purchaser (or actions its designee) in any action, claim or proceedings in respect thereofproceeding (i) arise between the Purchaser and the Seller or (ii) between the Purchaser and any third party or (iii) otherwise (a) arising out of or relating to the breach of any of the obligations, covenants or provisions of, or the inaccuracy of any of the representations or warranties made by the Seller herein or (b) arising out of or relating to any liabilities or obligations of the Seller which are based upon not Assumed Liabilities including, without limitation, any untrue statement and all sales, use, transfer, corporate, payroll, and/or business and mercantile taxes, penalties, and interest, owed to the Commonwealth of Pennsylvania and/or Marpxx Xxxnship, and any and all fees incurred in connection with the Assignment of Lease. For purposes hereof, "Purchaser's Counsel Expenses" shall mean reasonable fees and disbursements of counsel howsoever sustained or alleged untrue statement of a material fact contained incurred by the Purchaser (or its designee), including, without limitation, in any Registration Statement action or proceeding between the Purchaser and any third party. In addition to the right of the Purchaser to indemnification hereunder, the Purchaser shall have the right from time to time to set off the amount of any of the Purchaser's Damages that the Purchaser is entitled to indemnification thereof against any Contingent Payments. In the event that the Purchaser exercises its right under which this Section VIII(A) to set off the amount of any of the Purchaser's Damages against any Contingent Payment and the Seller disputes the validity of the Purchaser's Damages, the Purchaser agrees to place such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required disputed amount in an escrow account to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make held by Haytxx & Xurlxx xxxil the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished dispute is resolved pursuant to the Issuer terms of this Section VIII(A) and Section XI(F) hereof. Any amounts set off by such seller expressly for use the Purchaser which are later awarded to the Seller in accordance with Section XI(F) hereof shall accrue interest at a rate of 8% per annum from the preparation time of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that set off and shall include reasonable fees and disbursements of counsel incurred by the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.Seller. 38 30

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Closing occurs and subject to the Securities Act pursuant to Section 2.1 or 2.2limitations set forth herein, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend the Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Purchaser Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages or liabilities charges, Liabilities, Actions, interest, penalties, Taxes, costs and expenses, including legal, consultant, accounting and other professional fees, and fees and costs actually incurred (or actions or proceedings in respect thereofcollectively, “Losses”) arise resulting from, arising out of or are based upon incurred by any untrue statement Purchaser Indemnitee in connection with, or alleged untrue statement otherwise with respect to: (a) any inaccuracy or breach of a material fact any representation or warranty made by the Seller in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to the Purchaser in connection with the transactions contemplated by this Agreement; (b) any breach by the Seller of any covenant or agreement contained in this Agreement or any Registration Statement under of the Ancillary Agreements; (c) except to the extent that the Seller has already made payments in respect of such amounts pursuant to Section 6.9(a) or to the extent that such amounts were taken into account as a current liability that actually reduced Final Net Working Capital, (i) any Tax imposed on or relating to the Company or its Subsidiaries with respect to any Pre-Closing Period; (ii) any Liabilities of the Company or its Subsidiaries for the Taxes of another Person (such as the Seller or Seller Parent) as a transferee or successor, by Contract (other than a commercial Contract the principal purpose of which is not Tax related) or by operation of law, where the Company or any of its Subsidiaries became a transferee or successor, entered into such securities were registered under Contract or the Securities Actrelationship or connection giving rise to such Liabilities arose prior to the Closing; (d) Cypress Creek Mine, any Prospectus or preliminary prospectus included thereinLLC, an Indiana limited liability company, or any amendment or supplement theretoof its assets, properties, rights, liabilities and obligations, or any omission other assets, properties, rights, liabilities and obligations related to the former Cypress Creek surface mine; (e) any Indebtedness or alleged omission Transaction Expenses to the extent not satisfied prior to the Closing or included in any Purchase Price adjustment pursuant to Section 2.4; (f) any notice from a Governmental Entity of a violation of the Mining Regulations in connection with the Mining Operations that has not been fully resolved prior to the Closing; (g) any items set forth on Section 4.12 of the Seller’s Disclosure Schedule; (h) any determination that any individual who provided services to the Mining Operations was improperly classified as an independent contractor or other non-employee status, or that the Company or any of its Subsidiaries was a joint employer or single employer or co-employer with any other entity associated with the Mining Operations, including (i) under any Plan, (ii) for taxation or Tax Reporting, and (iii) under the Fair Labor Standards Act or any similar state statute; (i) any Liens of the type set forth in clause (e) of the definition of Permitted Liens which have not been released prior to the Closing (which ultimately result in a material fact Loss to the Company or its Subsidiaries following the Closing); (j) the Contract Mining Agreements (other than with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Contractor Termination Royalties); (k) to the Issuer by such seller expressly for use extent set forth in Section 6.5(e)(ii), the preparation of Lafayette Pre-Closing Payments; and (l) any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementBenefit Plans.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser and its Affiliates and any or all of their respective partners, directors, officers, managers, employees, agents, successors and direct and indirect owners (each, a “Purchaser Indemnified Party”) from and against, and will pay to each director of Purchaser Indemnified Party the Issueramount of, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, claimswhether or not involving a Third Party Claim, damages arising out of (a) any breach of any representation or liabilitieswarranty made by the Seller in any of the Transaction Documents, joint (b) any breach of or several, to which default under any covenant or agreement of the Issuer Seller in any of the Transaction Documents and (c) all liabilities and obligations of the Seller or any such directorof its Affiliates that are retained by the Seller or any of its Affiliates as described in Section 2.3; provided, officerhowever, participating person that the foregoing shall exclude any indemnification to any Purchaser 24 Indemnified Party (i) that results from the bad faith, gross negligence or controlling person may become subject willful misconduct of any Purchaser Indemnified Party, (ii) that results from the failure of Provention to perform any of its obligations under the Securities Act Asset Purchase Agreement, unless resulting from the breach or otherwisedefault by the Seller of or under the Asset Purchase Agreement and except to the extent the Seller fails to comply with Section 5.7 in enforcing such obligations of Provention, insofar as such losses, claims, damages or liabilities (iii) to the extent resulting from acts or omissions of the Seller taken (or actions or proceedings in respect thereofomitted to be taken) arise out at the direction of or are based upon any untrue statement or alleged untrue statement of a material fact contained Purchaser Indemnified Party as set forth in any Registration Statement under which such securities were registered under written instructions from any Purchaser Indemnified Party to the Securities ActSeller. Any amounts due to any Purchaser Indemnified Party (as determined in accordance with and subject to the limitations, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect terms and conditions of this Article VII) hereunder shall be payable by the Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with Purchaser Indemnified Party [***] following written information furnished demand delivered to the Issuer Seller by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Party.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2limitations on indemnification set forth in this Article VIII, each of the prospective sellers of such securitiesSellers, Other Seller Parties and Trust Beneficiaries, severally and not jointly, will indemnify based on its respective Pro Rata Share, shall indemnify, defend and hold harmless the IssuerBuyer and its Affiliates and, from and after the Closing, each director of the IssuerAcquired Company, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personof their respective directors, if anyofficers, who controls partners, members, managers, employees and shareholders (collectively, the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, “Buyer Indemnified Parties”) from and against any and all damages, losses, claimsdeficiencies, damages diminution in value, actions, judgments, costs, expenses, debts, penalties, fines, liabilities and obligations (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) of or liabilitiesagainst any of the Buyer Indemnified Parties resulting from, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are relating to: (a) any breach of any representation or warranty made by the Company or such Seller in this Agreement or any Company Ancillary Document or any Seller Ancillary Document; (b) any breach or non-fulfillment of any covenant or agreement of the Company set forth in this Agreement or any Seller Ancillary Document; (c) any claim by any Person for a brokerage or finder’s fee or commissions or similar payments based upon or arising out of the transactions contemplated by this Agreement and engaged by any untrue statement Acquired Company or alleged untrue statement any Seller; (d) any Designated Liabilities; (e) any Litigation Liabilities incurred by the Buyer or the Company related to any claim, complaint, audit, investigation or similar action by a participant, beneficiary, fiduciary, the participant’s representative, the U.S. Department of a material fact contained Labor, the IRS, or similar entity in connection with any Registration Statement under which such securities were registered under Employee Benefit Plan described in Section 6.6(a) related to events that occur prior to the Securities ActClosing Date; provided that there shall be no duplicative payments or indemnities by the Sellers. The right to indemnification or any other remedy based on warranties, representations, covenants and agreements in this Agreement shall not be affected by any Prospectus or preliminary prospectus included thereininvestigation conducted with respect to, or any amendment knowledge acquired (or supplement theretocapable of being acquired) at any time, whether before or any omission after the execution and delivery of this Agreement or alleged omission to state a material fact the Closing Date, with respect to such seller required to be stated in the accuracy or inaccuracy of or compliance with, any such Registration Statementrepresentation, Prospectuswarranty, preliminary prospectus, amendment covenant or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation agreement. The waiver of any condition based on the accuracy of any warranty or representation, or on the performance of or compliance with any covenant or agreements, will not affect the right to indemnification or any other remedy based on such Registration Statementwarranties, Prospectusrepresentations, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to covenants and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementagreements.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilities, joint other expenses (“Losses”) incurred by such Indemnified Person or several, to which asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or any amendment with the Seller’s consent or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished the Seller’s actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) arising due to the Issuer by such seller expressly for use deterioration in the preparation credit quality or market value of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Loans or supplement; provided that the liability of each such seller shall be in proportion to and limited other Transferred Collateral to the net amount received extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its affiliates, (B) resulting from claims solely among the Indemnified Persons and (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such seller Loss resulted from (after deducting i) the gross negligence, willful misconduct or fraud of such Indemnified Person or (ii) a material breach of such Indemnified Person’s express obligations under any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementTransaction Document.

Indemnification by the Seller. In Subject to the event terms and conditions of any registration of any Registrable Securities under this Article VII, from and after the Securities Act pursuant to Section 2.1 or 2.2Closing, each of the prospective sellers of such securitiesSeller and its respective successors and assigns (the “Indemnifying Parties”) will jointly and severally indemnify, severally and not jointly, will indemnify defend and hold harmless the IssuerPurchaser, each director of the IssuerParent and their Affiliates and their respective officers, each officer of directors, managers, employees, successors and permitted assigns (the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities “Indemnified Parties”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or liabilitiesincurred by, joint or severalimposed upon, any Indemnified Party to which the Issuer extent arising in whole or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise part out of or are based upon resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any untrue statement representation or alleged untrue statement warranty made by the Company or Seller set forth in this Agreement or in any certificate delivered by the Company or Seller pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Seller or the Company set forth in this Agreement or in any certificate delivered by the Company or Seller pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of a material fact contained in any Registration Statement under which such Target Company, including options, warrants, convertible debt or other convertible securities were registered under the Securities Actor other rights to acquire equity securities of a Target Company, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by such seller expressly for use in Closing arising out of the preparation sale, purchase, termination, cancellation, expiration, redemption or conversion of any such Registration Statement, Prospectus, preliminary prospectus, amendment securities; or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting iv) any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementFraud Claims.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller agrees to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the IssuerPurchaser and each of its Affiliates, officers, directors, employees, members, agents, successors, transferees and assigns (each director of the Issuerforegoing a "Purchaser Indemnified Party") from and against all Losses incurred by any of them based upon, each officer resulting from or arising out of (i) the breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Seller contained in this Agreement or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act Ancillary Documents, (ii) the breach of any covenant or Section 20 agreement of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Seller contained in this Agreement or any such directorof the Ancillary Documents, officer(iii) the failure of the Seller to pay, participating person perform or controlling person may become subject under discharge, when due, any of the Securities Act Excluded Liabilities, (iv) any of the Excluded Assets, (v) Environmental Costs in excess of $250,000, whenever incurred, based upon, arising from or otherwiserelated to any conditions, insofar as such lossesevents, claimscircumstances, damages or liabilities (or facts, activities, practices, incidents, actions or proceedings in respect thereofomissions occurring or existing on or prior to the Closing Date (x) arise out at, on, under, about, within or migrating from or onto any property currently or formerly owned, leased or operated by the Seller or any of its predecessors, or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under (y) otherwise related to the Securities Act, any Prospectus or preliminary prospectus included thereinSeller, or any amendment other related entity of the Seller or supplement theretoany of its subsidiaries, or any omission divested entity, business, facility or alleged omission property of the Seller or any of their predecessors or related entities, in each case regardless of whether such Environmental Costs are known, unknown, disclosed, undisclosed, fixed or contingent, and in each case including, without limitation, any such Environmental Costs arising from the use, storage, handling, treatment, processing, disposal, generation, transportation or release of any Hazardous Substances at any on-site or off-site location on or prior to state a material fact the Closing Date. Anything in Section 8.03 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or warranty contained in this Agreement or any of the Ancillary Documents, unless prompt written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementaction; provided that the liability failure of each such seller the Purchaser to give the Seller prompt notice as provided herein shall be in proportion to and limited not relieve the Seller of its obligations hereunder, except to the net amount received by such seller (after deducting any underwriting discount and expenses) from extent that the sale of Registrable Securities pursuant to such Registration StatementSeller is prejudiced thereby.

Indemnification by the Seller. In (a) The Seller agrees, ----------------------------- subject to the event other terms and conditions of this Agreement, to indemnify the Parent, the Purchaser and their respective Affiliates, officers, directors, employees, agents, successors and assigns (as used in this Section 9.03, each a "Purchaser Indemnified Party") against and hold them harmless from (i) all --------------------------- Losses actually incurred by them arising out of the breach of any registration representation or warranty of the Seller herein, (ii) all Losses actually incurred by them arising out of the breach of any Registrable Securities under the Securities Act pursuant to Section 2.1 covenant or 2.2, each agreement of the prospective sellers Seller herein (provided that the indemnity provided by clauses (i) and (ii) does not extend to -------- the breach of any representation, warranty, covenant or agreement of the Seller as it relates to any Environmental Law, irrespective of the date of enactment or promulgation) and (iii) all Losses (each such Loss being an "Environmental ------------- Loss") incurred by them arising out of (A) any Hazardous Material located in, on ---- or under, or emanating from, the Owned Real Property prior to the Closing, to the extent such Losses are incurred by a Purchaser Indemnified Party after such Purchaser Indemnified Party has provided to the Seller prompt written notice of the presence of such securitiesHazardous Material and has provided the Seller with the opportunity and access to the Owned Real Property to conduct any investigation or cleanup necessary to address such Hazardous Material, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (B) any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are Environmental Claim based upon any untrue statement activity conducted on the Owned Real Property prior to the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or alleged untrue statement of a material fact warranty contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, herein or any amendment individual item of Environmental Loss, unless written notice of such claim or supplement thereto, or any omission or alleged omission to state a material fact action is received by the Seller describing in detail the facts and circumstances with respect to the subject matter of such seller required claim or action (x) with respect to breach of any representation or warranty contained herein, on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.01 and (y) with respect to any individual item of Environmental Loss, on or prior to the earlier of (I) the twenty-fifth anniversary of the Closing Date and (II) the date the Dallas Facility is operated for purposes not substantially similar to those for which it is currently operated (it being understood that abandonment of the Dallas Facility shall not be deemed to be stated operation for purposes not substantially similar), irrespective in any case of whether the subject matter of such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement action shall have occurred before or necessary to make the statements therein not misleading if after such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdate.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or damages, liabilities, joint costs or several, to which other expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or with the Seller’s consent or in conformity with the Seller’s actions or omissions, in each case whether or not such Indemnified Person is a party to any amendment such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) that have the effect of recourse (except as otherwise provided herein) for uncollectible Transferred Loans or supplement thereto, otherwise arising due to the deterioration in the credit quality or market value of the Transferred Loans to the extent that such credit quality or market value does not constitute a breach of any representation or warranty by the Seller or any omission of its affiliates under this Agreement, (B) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted from the gross negligence, willful misconduct or alleged omission fraud of such Indemnified Person or (C) if any such Loss results from a claim brought by the Seller or its Affiliates against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Facility Document, if the Seller or such Affiliate has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, further, that for the avoidance of doubt, the obligations of the Seller set forth in Section 6.1 shall constitute the sole recourse to state a material fact the Seller with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementWarranty Loan.

Indemnification by the Seller. (a) In the event that, during the Indemnification Period there is (i) a material breach (or an alleged breach) of any registration of the representations or warranties made by, or any material breach of or material failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other material document contemplated hereby, or in any material document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any Registrable Securities under periods prior to the Securities Act Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival period pursuant to Section 2.1 or 2.28.1, then, in each of the prospective sellers of such securitiescase, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of each such seller shall be Two Hundred Dollars ($200.00) in proportion to out-of-pocket expenses and limited costs in connection with any of the foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the net amount received by such seller limitations set forth in this Section 8.2) to indemnify the Buyer and its Affiliates, including without limitation, the Company, and the Company’s directors, officers and employees (after deducting any underwriting discount and expensescollectively, the “Buyer Indemnified Parties”) from and against the sale entirety of Registrable Securities pursuant to such Registration Statementany material Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any material breach (or alleged breach) of the foregoing.

Indemnification by the Seller. In the event that there is (i) a breach (or an alleged breach) of any registration of the representations or warranties made by the Seller which have not been waived, (ii) any breach of or failure to perform any covenant, agreement or obligation of, the Seller, its directors, officers, employees or their respective Affiliates in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or schedule to this Agreement which has not been waived, (iii) any of the following resulting from third-party Claims: Liabilities, Claims, Adverse Consequences or Taxes relating to the Business, the Property, any Operating Agreement or the ownership, use, maintenance, possession, operation or lease of the Property or the Business in respect of any Registrable Securities under periods prior to the Securities Act pursuant Closing (except any such matter relating to Section 2.1 Environmental, Health or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Safety Requirements with respect to which the Issuer Seller shall only be liable to the extent such matter constitutes a breach of a representation, warranty, covenant or agreement of the Seller contained in this Agreement), and (iv) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to any of the foregoing and, if there is an applicable survival period pursuant to SECTION 9.1, then, in each case, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to SECTION 9.3 below within such directorindemnification period, officerthe Seller (the "SELLER INDEMNIFYING PARTIES") agrees (subject to the limitations set forth in this SECTION 9.2) to indemnify the Purchaser and its Affiliates, participating person directors, officers, employees, stockholders, representatives and agents (collectively the "PURCHASER INDEMNIFIED PARTIES") from and against the entirety of any Adverse Consequences the Purchaser Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities caused by any breach (or actions alleged breach) of the foregoing, or proceedings in respect thereof) arise otherwise arising out of or are based upon related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementforegoing matters.

Indemnification by the Seller. In The Seller shall indemnify the event Buyer and its principals, officers, directors, employees, independent contractors, agents and representatives, in their capacities as such, and the successors, heirs and personal representatives of any registration of them (collectively, "Buyer Indemnified Parties") against and hold them harmless from any and all damage, claim, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) (collectively, "Loss") incurred or suffered by any Buyer Indemnified Party arising out of or relating to (a) any breach of any Registrable Securities representation, warranty, covenant or other agreement of the Seller contained herein, (b) any alleged, claimed or established professional negligence or malpractice of the Seller with respect to the performance of professional services in the UPI Business on or prior to the Closing Date, (c) any debt, Tax, claim, option, liability, obligation or Lien of the Seller other than the Assumed Liabilities, or (d) that certain Computer Technology Agreement between International Consulting Solutions, Inc. and Olin Xxxporation, dated as of November 4, 1994. Notwithstanding the foregoing, the Seller shall have no liability under this Section 11.2 unless and until the Securities Act aggregate amount of all claims by the Buyer Indemnified Parties arising out of one or more breaches of representations, warranties, covenants or agreements by the Seller exceeds $150,000 in the aggregate, in which case the Seller shall be liable for the aggregate amount of all such claims up to a total maximum liability of value of the Shares at Closing (the "Share Value"), which shall be based upon a value per share equal to the last closing sale price (the "Closing Date Sale Price") of the Common Stock on the Nasdaq Over the Counter Market on the Closing Date, or if there be no sale on such date, the most recent prior such sale. The Buyer may, at its option, offset against any payments due the Seller pursuant to this Agreement any amounts owed by the Seller to the Buyer pursuant to this Section 11.2. The Seller may pay any amount due the Buyer pursuant to this Section 11.2 in cash or by return of shares of Common Stock received by it from the Buyer pursuant to Section 2.1 or 2.23.1.1 hereof, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of at a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished valuation per share equal to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date Sale Price.

Indemnification by the Seller. In Subject to the event terms and conditions of this Article VII, from and after the Closing, the Seller and its successors and assigns (each, with respect to any registration of any Registrable Securities claim made under the Securities Act pursuant to this Section 2.1 or 2.27.2, each of the prospective sellers of such securitiesan “Indemnitor”) will jointly and severally indemnify, severally and not jointly, will indemnify defend and hold harmless the IssuerPurchaser, each director of the IssuerPurchaser Representative and their respective Affiliates and their respective officers, each officer of the Issuer who shall sign such Registration Statementdirectors, each other person who participates as managers, employees, successors and permitted assigns (each, with respect to any claim made under this Section 7.2, an underwriter, broker or dealer in the offering or sale of such securities “Indemnitee”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or liabilitiesincurred by, joint or severalimposed upon, any Indemnitee to which the Issuer extent arising in whole or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise part out of or are based upon resulting directly or indirectly from (whether or not involving a Third Party Claim): (a) the breach of any untrue statement representation or alleged untrue statement warranty made by the Company or the Seller set forth in this Agreement or in any certificate delivered by the Company or the Seller pursuant to this Agreement; (b) the breach of any covenant or agreement on the part of the Seller, the Company or, after the Closing, the Purchaser, set forth in this Agreement or in any certificate delivered by the Company, the Seller or the Purchaser pursuant to this Agreement; (c) any and all Liabilities for Taxes (i) in connection with or arising out of the Target Companies’ activities or business on or before the Closing Date or (ii) owing by any Person (other than a Target Company) for which a Target Company is liable where the Liability of the Target Company for such Taxes is attributable to an event or transaction occurring on or before the Closing Date; (d) any Action by Person(s) who were holders of equity securities of a material fact contained in any Registration Statement under which such Target Company, including options, warrants, convertible debt or other convertible securities were registered under the Securities Actor other rights to acquire equity securities of a Target Company, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by such seller expressly for use in Closing arising out of the preparation sale, purchase, termination, cancellation, expiration, redemption or conversion of any such Registration Statementsecurities; or (e) any Indebtedness and/or Transaction Expenses of the Target Companies as of the Reference Time which were not shown on the Company Financials. Without limiting any of the rights of the Purchaser or the Purchaser Representative hereunder, Prospectusrecourse by the Purchaser or the Purchaser Representative hereunder may be obtained against the Escrow Property. In connection therewith, preliminary prospectus, amendment or supplement; provided that the liability valuation of each such seller the Exchange Shares otherwise issuable shall be utilize the same formula as is set forth in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementEscrow Agreement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2The Seller shall indemnify, each of the prospective sellers of such securitiesdefend, severally and not jointly, will indemnify save and hold the Buyer and its officers, directors, employees, agents, representatives and affiliates (collectively, the "Buyer Indemnitees") harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdemands, claims, damages actions or causes of action, assessments, losses, damages, deficiencies, liabilities, joint costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or severalsettlement of any of the foregoing (collectively, "Buyer Damages") asserted against, imposed upon, resulting to which or incurred by any of Buyer Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the Issuer representations and warranties made by the Seller in this Agreement, or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under certificate or document furnished pursuant hereto by the Seller, (ii) any claim or other cause of action asserted or brought by an unaffiliated third party which such securities were registered under alleges any state of facts or other circumstances which if meritorious would result in or constitute a breach or violation of any of the Securities Act, any Prospectus or preliminary prospectus included thereinrepresentations and warranties made by the Seller in this Agreement, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statementcertificate or document furnished pursuant hereto by the Seller, Prospectusand (iii) a breach or non-fulfillment of any of the covenants or agreements made by the Seller in or pursuant to this Agreement Seller shall not have any liability for indemnification pursuant to this Article VIII for breaches of representations, preliminary prospectuswarranties, amendment covenants or supplement or necessary to make agreements unless and until the statements therein not misleading if such statement or omission was made aggregate amount of all Buyer Damages incurred by Buyer Indemnitees exceeds in reliance upon and in conformity with written information furnished the aggregate $100,000 (the "Indemnity Threshold"), at which point Seller shall be liable for all Buyer Damages. The maximum Buyer Damages Seller shall be responsible for shall be the aggregate Purchase Price. Notwithstanding anything to the Issuer by such seller expressly for use in contrary contained herein, the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment limitations set forth above shall not apply to claims based on fraud or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementintentional misrepresentation.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, The Seller shall indemnify each of the prospective sellers of such securitiesSurviving Corporation and the Purchasers and their respective Affiliates, severally shareholders (other than the Seller), partners, officers, directors, employees, agents, representatives, successors and not jointlypermitted assigns (collectively, will indemnify the "COMPANY PARTIES") and save and hold each of them harmless the Issueragainst and pay on behalf of or reimburse such Company Parties as and when incurred for any loss, each director liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the Issuerforegoing) (collectively, each officer "LOSSES"), which any such Company Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Company or dealer in the offering Seller under this Agreement or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act Schedules or Section 20 Exhibits attached hereto, or in any of the Exchange Actcertificates or other instruments or documents furnished by the Company or the Seller pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant, against any and all losses, claims, damages agreement or liabilities, joint other provision by the Company or several, to which the Issuer Seller under this Agreement or any such directorof the Schedules and Exhibits attached hereto required to be performed or complied with by the Company or the Seller; (c) any claim by any Person (other than the Purchasers) with respect to, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar arising as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actresult of, any Prospectus Company Transaction (other than the Company Transaction that is the subject of this Agreement); or preliminary prospectus included therein, or (d) any amendment or supplement thereto, or of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT the Seller shall not have any omission or alleged omission to state a material fact liability under clause (a) above (other than with respect to the Unlimited Warranties and the representations and warranties set forth in Paragraphs 5R(Tax Matters) and 5AA (Indebtedness)) unless the aggregate of all Losses relating thereto for which the Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (at which point the Seller will be obligated to indemnify the Company Parties from and against all such seller required Losses relating back to the first dollar); and PROVIDED, FURTHER, that the Seller's aggregate liability under clause (a) above (other than with respect to the Unlimited Warranties and the representations and warranties 52 set forth in Paragraphs 5W (Environmental, Health and Safety Matters), 5AA (Indebtedness) and 6R(Tax Matters)) shall in no event exceed $7,500,000 (it being understood, however, that nothing in this Agreement (including this Paragraph 9B) shall limit or restrict any of the Company Parties' right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). All indemnification payments under this Paragraph 9B shall be deemed to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished adjustments to the Issuer by such seller expressly for use Repurchase Price set forth in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementParagraph 1B above.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, The Seller shall hold harmless and indemnify each of the prospective sellers of such securitiesIndemnitees from and against, severally and not jointly, will indemnify shall compensate and hold harmless the Issuer, reimburse each director of the IssuerIndemnitees for, each officer any Damages that are directly or indirectly suffered or incurred by any of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Indemnitees or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 to which any of the Securities Act Indemnitees may otherwise become subject at any time (regardless of whether or Section 20 not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with (a) any breach of any covenant or obligation of the Exchange Act, against Seller contained in any and all losses, claims, damages of the agreements with respect to the Transactions; (b) any Liability of the Seller or liabilities, joint or several, of any Related Party; (c) any Liability to which the Issuer Buyer or any such director, officer, participating person or controlling person of the other Indemnitees may become subject under and that arises directly or indirectly from or relates directly or indirectly to (i) any product produced or sold or any services performed by or on behalf of the Securities Act Seller, (ii) the presence of any Hazardous Substance at any site owned, leased, occupied or otherwisecontrolled by the Seller or any Subsidiary on or at any time prior to the Closing Date, insofar as such losses(iii) the generation, claimsmanufacture, damages production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or liabilities disposal of any Hazardous Substance (whether lawfully or actions unlawfully) by or proceedings in respect thereofon behalf of the Seller, (iv) arise out the operation by the Seller of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinits business, or (v) any amendment failure to comply with any bulk transfer law or supplement theretosimilar Legal Requirement in connection with any of the Transactions, including the Disposition; and (d) any Proceeding relating directly or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.indirectly to

Indemnification by the Seller. In Without limiting any other rights that the event of any registration of any Registrable Securities Administrative Agent, the Purchaser Parties, the other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under applicable Law, the Securities Act pursuant Seller hereby agrees to Section 2.1 or 2.2, indemnify each of the prospective sellers of such securities, severally Seller Indemnified Party from and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Investments or the ownership or security interest in respect of any Pool Receivable or any other Supporting Assets; excluding, however, (a) Seller Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted from (i) the gross negligence, bad faith or willful misconduct by the Seller Indemnified Party seeking indemnification or (ii) a material breach by such Seller Indemnified Party of its obligations hereunder or under the other Transaction Documents and (b) Taxes (other than (x) Taxes enumerated in clause (xiv) below and (y) any Taxes that represent losses, claims, damages damages, etc. arising from any non-Tax claim). Without limiting or liabilitiesbeing limited by the foregoing, joint or severalthe Seller shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01(a)), to which the Issuer or each Seller Indemnified Party any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or and all amounts necessary to make indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from any of the statements therein not misleading if such statement or omission was made following (but excluding Seller Indemnified Amounts and Taxes described in reliance upon clauses (a) and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expensesb) from the sale of Registrable Securities pursuant to such Registration Statement.above):

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2(a) The Seller shall save, each of the prospective sellers of such securitiesdefend, severally and not jointlyindemnify, will indemnify and hold harmless the IssuerBuyer and its Affiliates (including the Company and its Subsidiaries), each director of officers, directors, employees, agents, successors and assigns (collectively, the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities “Buyer Indemnified Parties”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all all: (i) losses, damages, liabilities, deficiencies, claims, damages or liabilitiesinterest, joint or severalawards, to which the Issuer or any such directorjudgments, officerpenalties, participating person or controlling person may become subject under the Securities Act or otherwisecosts and expenses (including reasonable attorneys’ fees, insofar as such lossescosts, claimsand other out-of-pocket expenses incurred in investigating, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinpreparing, or any amendment or supplement theretodefending the foregoing) (hereinafter collectively, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished “Losses”) to the Issuer extent resulting from or relating to any breach of any representation or warranty set forth in this Agreement made by such seller expressly for use the Seller or the Company, (ii) Losses to the extent arising from or relating to any breach of any covenant set forth in this Agreement made by the Seller or, prior to the Closing, by the Company, (iii) Losses to the extent arising from or relating to any Indebtedness or Transaction Expenses of the Company and its Subsidiaries as of the Closing Date that is not fully paid as of the Closing Date (other than Indebtedness or Transaction Expenses of the Company and its Subsidiaries to the extent set forth in the preparation of any such Registration Statementcertificate delivered pursuant to Section 2.3(c)), Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited (iv) Losses to the net amount received by such seller extent arising from or relating to any and all Taxes imposed on the Company and its Subsidiaries, including the Canadian Subsidiary, for any Pre-Closing Tax Period and Pre-Closing Straddled Period, (after deducting any underwriting discount v) Losses to the extent arising from or relating to environmental conditions at the Transferred Real Property, (vi) Losses to the extent arising from or relating to Audit Claims and expenses(vii) Losses to the extent arising from the sale of Registrable Securities pursuant or relating to such Registration StatementIndemnified Joplin Environmental Conditions.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under limitations set forth in this Article 7, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, Seller will jointly and severally and not jointly, will indemnify and hold harmless the IssuerBuyer and each of its Affiliates, and the Representatives and Affiliates of each director of the Issuerforegoing Persons (each, each officer of the Issuer who shall sign such Registration Statementa “Buyer Indemnified Person”), each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actfrom, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, claimsdamages, damages bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or liabilitiesamounts paid in settlement (in each case, joint including reasonable attorneys’ and experts fees and expenses), whether or severalnot involving a Third Party Claim (collectively, to which “Losses”), incurred or suffered by the Issuer Buyer Indemnified Persons or any such directorof them as a result of, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon directly or indirectly relating to: (a) any untrue statement breach of, or alleged untrue statement inaccuracy in, any representation or warranty made by the Seller or any of a material fact contained them in this Agreement, any Ancillary Agreement or in any Registration Statement under which document, Schedule, instrument or certificate delivered pursuant to this Agreement (in each case, as such securities representation or warranty would read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect,” were registered under deleted therefrom); (b) any fraud of the Securities Act, any Prospectus or preliminary prospectus included therein, Seller or any amendment breach or supplement thereto, violation of any covenant or agreement of the Seller in or pursuant to this Agreement or any omission Ancillary Agreement; or alleged omission (c) any Excluded Liability. Seller’s maximum and cumulative indemnification liability to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller Buyer under this Section 7 shall be in proportion to and limited to One Hundred Fifty Thousand Dollars ($150,000), for all claims, of whatever kind, whenever made. Further, Seller’s obligation to indemnify Buyer under this Section 7 shall terminate and expire six (6) months following the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date.

Indemnification by the Seller. In (a) The Seller hereby agrees that, from and after the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2Closing, each of the prospective sellers of such securitiesit shall indemnify, severally and not jointly, will indemnify defend and hold harmless the IssuerBuyer and its Representatives and their heirs, successors and permitted assigns, each director of in its capacity as such (the Issuer“Buyer Indemnified Parties,” collectively with the Seller Indemnified Parties, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act“Indemnified Parties”) from, against and in respect of any and all damages, losses, diminution in value, charges, obligations, Liabilities, claims, damages demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, royalties, fines, interest, penalties and reasonable costs and expenses (including removal costs, remediation costs, closure costs, allocable and reasonable internal costs, reasonable fees and expenses of attorneys, accountants, consultants and others and other out-of-pocket expenses incurred in the investigation, preparation, defense, settlement and ongoing monitoring of any of the same or liabilitiesin asserting, joint preserving or several, to which the Issuer enforcing rights under this Agreement or any such directorAncillary Agreement) (collectively, officer“Losses”) imposed on, participating person sustained, incurred or controlling person may become subject under suffered by, any of the Securities Act Buyer Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, insofar as such lossesdirectly or indirectly, claims, damages relating to or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon resulting from (i) subject to Section 7.2(b), any untrue statement breach of or alleged untrue statement of a material fact inaccuracy in any representation or warranty made by the Seller contained in this Agreement or any Registration Statement under which Ancillary Agreement for the period such securities were registered under the Securities Actrepresentation or warranty survives, it being understood that, for purposes of this Section 7.2(a)(i), any Prospectus qualifications relating to materiality (but not the term “Material Adverse Effect”) contained in such representation or preliminary prospectus included thereinwarranty shall be disregarded for purposes of determining whether such representation or warranty was breached, (ii) any breach, violation or non-fulfillment of any covenant or agreement of the Seller contained in this Agreement or any amendment Ancillary Agreement, (iii) any of the Excluded Liabilities, (iv) any Taxes for which the Seller is responsible in accordance with Section 5.4, (v) the failure of the Transferred Subsidiaries prior to the Closing to make social insurance (including housing fund) payments, overtime payments and salary and wage withholdings in compliance with applicable Law, (vi) any Liabilities relating to any Environmental Law arising out of the operation of the Business prior to the Closing (including the underpayment by the Transferred Subsidiaries of waste water discharge levies required by applicable Environmental Law) and (vii) Intellectual Property infringement claims set forth on Schedule 3.13(l). Notwithstanding anything to the contrary herein, any claim by the Buyer under this Article VII relating to, arising out of or supplement resulting from the indemnity in Section 7.2(a)(vi), and any indemnity obligations under Article VII related thereto, or any omission or alleged omission to state shall survive the Closing for a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation period of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementonly three years.

Indemnification by the Seller. In (a) Subject to the event of any registration of any Registrable Securities under limitations set forth herein, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, damages, claims (including third party claims), damages charges, liability, action, suit, proceeding, interest, penalties, Taxes, costs and expenses (including reasonable legal, consultant, accounting and other professional fees and fees and costs incurred in enforcing rights under this Section 6.2) (collectively, “Losses”) resulting from, arising out of, or liabilitiesincurred by any Buyer Indemnitee in connection with, joint or several, to which otherwise with respect to: (i) any inaccuracy or breach of any representation or warranty of the Issuer Seller contained in this Agreement or any such directorof the Ancillary Agreements (without regard and without giving effect to any “materiality”, officer, participating person “material adverse effect” or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact similar qualification contained in any Registration Statement under which such securities were registered under representation or warranty); (ii) any breach, non-compliance, violation or non-fulfillment of any covenant or agreement of the Securities Act, any Prospectus or preliminary prospectus included therein, Seller contained in this Agreement or any amendment of the Ancillary Agreements (without regard and without giving effect to any “materiality”, “material adverse effect” or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated similar qualification contained in any such Registration Statementcovenant or agreement); (iii) any Excluded Liability (including any Liability arising from the ownership or operation of the Business or the ownership, Prospectus, preliminary prospectus, amendment use or supplement or necessary to make operation of the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Purchased Assets at any time prior to the Issuer by such seller expressly for use in Effective Time) regardless of whether or not the preparation of Seller Disclosure Schedule discloses any such Registration StatementExcluded Liability; (iv) any fees, Prospectusexpenses or other payments incurred or owed by the Seller to any agent, preliminary prospectusbroker, amendment investment banker or supplementother firm or person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided that and (v) fraudulent transfer Laws or the liability of each such seller shall be in proportion failure to comply with any bulk sales Laws and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementsimilar Laws.

Indemnification by the Seller. In The Seller hereby indemnifies and holds the event of any registration of any Registrable Securities under Buyer, the Securities Act pursuant Company and their respective Affiliates (collectively, the "Indemnified Parties") harmless from and against, and agrees to Section 2.1 or 2.2defend promptly the Indemnified Parties from and reimburse the Indemnified Parties for, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claimsdamages, damages or costs, expenses, liabilities, joint obligations and claims of any kind, including, without limitation, reasonable attorneys' fees and other costs and expenses (hereinafter referred to collectively as "Losses"), that any Indemnified Party may at any time suffer or severalreasonably incur, to which the Issuer or any such director, officer, participating person or controlling person may become subject to, as a result of or that are attributable to: (i) any breach or inaccuracy of any of the representations and warranties made by the Seller in or pursuant to this Agreement; (ii) any failure of the Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the Securities Act documents and instruments delivered by the Company or otherwisethe Seller pursuant to this Agreement; and (iii) those matters listed in Section 7.1(a) of the Disclosure Schedule, insofar as except to the extent that such lossesliability is specifically disclosed in the Disclosure Schedule (excluding matters disclosed in Section 7.1(a) of the Disclosure Schedule). Seller shall not be required to indemnify, claimshold harmless, damages defend or liabilities (or actions or proceedings reimburse the Indemnified Parties pursuant to Section 7.1(a)(i) hereof in respect thereofof the representations and warranties made by Seller unless such right to indemnification is asserted by an Indemnified Party (whether or not such Losses have actually been incurred) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained by written notice to Seller setting forth the basis for such claim in any Registration Statement under which such securities were registered under reasonably detail within the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact following time periods: with respect to the representations and warranties set forth in Sections 2.1(a), 2.1(b)(i), 2.1(c), 2.2, 2.4, 2.5, and 2.18 hereof (collectively, the "Fundamental Representations and Warranties"), without time limitation; with respect to the representations and warranties set forth in Section 2.15 hereof, within 60 days after the expiration of the applicable statute of limitations (including all extensions thereof) for the underlying claim which forms the basis of the Indemnified Party's assertion of such seller right to indemnification; and with respect to all other representations and warranties set forth in Article II hereof, within two (2) years after the Closing Date. The maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller by all Indemnified Parties pursuant to this Section 7.1(a) in respect of the representations and warranties made by Seller shall be an aggregate amount not exceeding $10,000,000 (the "Cap"); provided, however, that the Cap shall not apply with respect to any Losses resulting from or relating to breaches of any of the Fundamental Representations and Warranties and such Losses shall not count towards the satisfaction of the Cap; provided, further, that the aggregate amount of all indemnifiable Losses that may be recovered from the Seller by all Indemnified Parties in satisfaction of claims for indemnification pursuant to this Section 7.1(a) (including with respect to any Losses resulting from breaches of any Fundamental Representations and Warranties and covenants) shall not exceed the Purchase Price. Notwithstanding the foregoing, the Seller shall not be obligated to indemnify the Buyer or any other Indemnified Party with respect to any Loss for which an accrual or reserve relating specifically to the fact or circumstance that caused such Loss was included in the Final Closing Statement (including any such fact or circumstance that the Seller and the Buyer considered for provision and agreed, in writing, should not be accrued for or reserved against on the Final Closing Statement), whether or not such accrual proved adequate. The Seller shall not be required to indemnify, hold harmless, defend or reimburse any Indemnified Party pursuant to this Section 7.1(a) in respect of the representations and warranties made by the Seller unless and until the amount of all identifiable Losses which may be stated recovered from the Seller equals or exceeds, in the aggregate, $250,000 (the "Basket"), at which point the Seller will be obligated to indemnify the Indemnified Parties only for Losses in excess of the Basket and, thereafter, the Seller shall indemnify the Indemnified Parties for all additional Losses with respect thereto; provided, however, that the Basket shall not apply with respect to any such Registration StatementLosses resulting from or relating to breaches of any of the Fundamental Representations and Warranties. No party shall have any liability under any provision of this Agreement or otherwise for any punitive, Prospectusincidental, preliminary prospectusconsequential, amendment special or supplement or necessary to make indirect damages. The amounts for which the statements therein not misleading if such statement or omission was made Seller shall be liable under Section 7.1(a) of this Agreement shall be net of any insurance proceeds received by any Indemnified Party in reliance upon and in conformity connection with written information furnished the facts giving rise to the Issuer right of indemnification. In the event a claim against any Indemnified Party arises that is covered by the indemnity provisions of Section 7.1(a) of this Agreement, notice shall be given promptly by such seller expressly for use Indemnified Party to the Seller; provided, however, that the failure to give notice as required by this Section 7.1(c) shall not result in a waiver of any right to indemnification hereunder except to the preparation extent that the Seller's ability to defend against the event with respect to which indemnification is sought is materially adversely affected by the failure of the Indemnified Party to give such notice promptly. Provided that the Seller admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Section 7.1(a) hereof, Seller shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the Seller; provided, however, that the Seller shall not be entitled to assume the defense of any such Registration Statementclaim if such claim (i) involves any Governmental Authority, Prospectus(ii) seeks injunctive relief, preliminary prospectus(iii) involves a class action, amendment (iv) involves allegations of criminal activities or supplement(v) involves allegations of violations of The Racketeer Influenced and Corrupt Organizations Act of 1970, as amended ("RICO"), any domestic or foreign federal or state securities laws or regulations or any domestic or foreign federal or state antitrust laws; provided and provided, further, that Seller may not effect any settlement that could reasonably be expected to result in any cost, expense or liability to, or have any adverse effect upon, any Indemnified Party unless such party consents in writing to such settlement. The party seeking indemnification may select counsel to participate in any defense, in which event such counsel shall be at the sole cost and expense of such party. In connection with any such claim, action or proceeding, the parties shall cooperate with each other, including by making commercially reasonable efforts to mitigate or resolve any such claim, action or proceeding, and provide each other with access to relevant books and records in their possession. Without limiting the generality of the foregoing, the Buyer shall, and shall cause its Subsidiaries to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. An Indemnified Party shall make a claim against the Escrow Amount for the amount of any Losses with respect to which Seller is required to indemnify such Indemnified Party pursuant to this Section 7.1 by notifying Seller of the amount of and grounds for any such claim. Unless, within 20 Business Days following receipt of such notice, Seller objects to such claim by a writing setting forth the grounds for such objection, such claims shall become effective at the close of business on the 20th Business Day (it being understood that Seller shall have no right to object to any such claim if Seller controlled the defense or settlement of such claim pursuant to Section 7.1(c) hereof). If Seller timely objects to any claim, the parties will use their commercially reasonable efforts to resolve such objection. If a final resolution is not obtained within 20 Business Days after the Indemnified Party's receipt of Seller's objections, the Indemnified Party and the Seller will apply to the American Arbitration Association for appointment of an arbitrator and shall accept such appointment. The arbitrator shall consider the dispute at issue in the City of New York, at a mutually agreed upon time, and shall rule on Seller's objections within 60 days after submission of the matter to him. Buyer, for itself and the Indemnified Parties, and Seller, agree that the liability of each such seller arbitrator's decision shall be in proportion conclusive. The parties agree promptly to and limited submit a joint notice to the net Escrow Agent to reflect the arbitrator's decision. The Indemnified Parties and Seller shall share equally the fees and expenses of any arbitrator appointed under this Section 7.1(d). On the second anniversary of the Closing Date, Buyer and Seller shall cause the Escrow Agent to release from escrow and remit to Seller the remaining Escrow Amount, less the amount received of any Losses for which a claim of indemnification has been made hereunder but not yet resolved. Thereafter, any remaining portion of the Escrow Amount not released because of pending claims for indemnification shall be promptly released upon resolution of such claims. Any interest accruing on the Escrow Amount shall constitute part of such Escrow Amount and shall be subject to claims by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities Indemnified Parties to satisfy Seller's indemnification obligations hereunder. Nothing contained herein shall be interpreted to reduce or eliminate Seller's obligation to indemnify the Indemnified Parties pursuant to such Registration StatementSection 7.1(a) hereof for amounts in excess of the Escrow Amount.

Indemnification by the Seller. In From and after the event of any registration of any Registrable Securities under Closing, the Securities Act pursuant to Section 2.1 or 2.2, Purchaser and its Affiliates (including the Company and its Subsidiaries) and each of their respective officers, directors, employees, agents, members, principals, equityholders successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the prospective sellers of such securities, severally Seller for and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claimsTaxes, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages costs and expenses, interest, awards, charges, judgments, deficiencies, assessments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or liabilities incurred by them (hereinafter, a “Losses”) arising out of, resulting from or actions incurred or proceedings suffered in respect thereofconnection with: (i) arise out the breach of any representation or are based upon any untrue statement or alleged untrue statement of a material fact warranty made by the Seller contained in this Agreement made as of the date hereof or deemed made as of the Closing Date (together with any Registration Statement under which such securities were registered under Schedule, Exhibit or certificate delivered pursuant to this Agreement with respect thereto); (ii) the Securities Act, breach of any Prospectus covenant or preliminary prospectus included therein, agreement by the Seller contained in this Agreement; (iii) any Excluded Liability; or (iv) any claim for a benefit from any defined benefit pension plan sponsored by the Seller and any claim by a non-Retained Employee or retiree of the Company or any amendment Subsidiary (for which the Purchaser had no obligation under Section 6.04(f)) or supplement theretotheir dependents, for group medical and dental coverage; provided, that if any representation or warranty of the Seller contained herein or in any Schedule, Exhibit or certificate delivered pursuant to this Agreement is qualified or limited based on materiality, including the terms “material” or “Material Adverse Effect” or any omission similar materiality or alleged omission to state a material fact with respect to similar qualification or limitation, such seller required to qualification or limitation shall in all respects be stated in disregarded and given no effect for purposes of determining whether any such Registration Statementbreach thereof, Prospectusinaccuracy therein or Loss has occurred, preliminary prospectus, amendment or supplement or necessary to make and the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation amount of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementLoss.

Indemnification by the Seller. (a) In the event that, during the Indemnification Period there is a breach of any registration of the representations or warranties made by, or any Registrable Securities under breach of or failure to perform any covenant, agreement or obligation of, any of the Securities Act Companies or the Seller in this Agreement or Agreement otherwise and delivered contained in any exhibit or schedule to this Agreement, and, if there is an applicable survival period pursuant to Section 2.1 or 2.29.1, then, in ----------- each case, provided that the Buyer makes a written claim for indemnification against the Seller within the applicable survival period, the Seller agrees (subject to the limitations set forth in this Article IX) ---------- to indemnify the Buyer and its Affiliates, directors, officers, employees, stockholders, representatives and agents (collectively the "Buyer ----- Indemnified Parties") from and against the entirety of any Adverse ------------------- Consequences the Buyer Indemnified Parties may suffer through and after the date of the prospective sellers of such securities, severally claim for indemnification (including any Adverse Consequences the Buyer Indemnified Parties may suffer through and not jointly, will indemnify and hold harmless after the Issuer, each director end of the Issuerapplicable survival period) resulting from, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon caused by any untrue statement breach (or alleged untrue statement breach) of the foregoing; provided, however, that (A) -------- ------- other than as set forth in Sections 9.2(b), (c) and (d), the Seller shall --------------- --- --- not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, or caused by any breach by any of the Companies or the Seller until the Buyer Indemnified Parties have suffered Adverse Consequences by reason of all such breaches in excess of a material fact contained in any Registration Statement under $295,000, aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer Indemnified Parties from and against all such securities were registered under Adverse Consequences above such $295,000 threshold) and (B) there will be a $2,950,000 aggregate ceiling (the Securities Act"Indemnification Cap") on the obligation to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, any Prospectus or preliminary prospectus included thereinarising out of, or any amendment or supplement thereto, relating to the items identified in this Article IX. ---------- Notwithstanding the foregoing or any omission other provision or alleged omission to state a material fact with respect to such seller required term of this Agreement, Buyer shall not be entitled to be stated in indemnified hereunder for any such Registration Statement, Prospectus, preliminary prospectus, amendment Adverse Consequences resulting from breaches of representations or supplement warranties of which Buyer had Knowledge on or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date.

Indemnification by the Seller. (a) In the event that, during the Indemnification Period there is (i) a breach (or an alleged breach) of any registration of the representations or warranties made by, or any breach of or failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any Registrable Securities under periods prior to the Securities Act Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival period pursuant to Section 2.1 or 2.28.1, then, in each of the prospective sellers of such securitiescase, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of each such seller shall be Five Hundred Dollars ($500.00) in proportion to out-of-pocket expenses and limited costs in connection with any of the foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the net amount received limitations set forth in this Section 8.2) to indemnify the Buyer and its Affiliates from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by such seller any breach (after deducting any underwriting discount and expensesor alleged breach) from of the sale of Registrable Securities pursuant to such Registration Statementforegoing.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will The Seller shall indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or taxes, assessments, demands, damages, liabilities, joint obligations, costs and/or expenses (hereinafter referred to collectively as the "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as hereinafter defined), sustained or several, to which incurred by the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Purchaser (or actions its designee) in any action, claim or proceedings in respect thereofproceeding (i) arise between the Purchaser and the Seller or (ii) between the Purchaser and any third party or (iii) otherwise (a) arising out of or relating to the breach of any of the obligations, covenants or provisions of, or the inaccuracy of any of the representations or warranties made by the Seller herein or (b) arising out of or relating to any liabilities or obligations of the Seller which are based upon not Assumed Liabilities including, without limitation, any untrue statement and all sales, use, transfer, corporate, payroll, and/or business and mercantile taxes, penalties, and interest, owed to the Commonwealth of Pennsylvania and/or Marpxx Xxxnship, and any and all fees incurred in connection with the Assignment of Lease. For purposes hereof, "Purchaser's Counsel Expenses" shall mean reasonable fees and disbursements of counsel howsoever sustained or alleged untrue statement of a material fact contained incurred by the Purchaser (or its designee), including, without limitation, in any Registration Statement action or proceeding between the Purchaser and any third party. In addition to the right of the Purchaser to indemnification hereunder, the Purchaser shall have the right from time to time to set off the amount of any of the Purchaser's Damages that the Purchaser is entitled to indemnification thereof against any Contingent Payments. In the event that the Purchaser exercises its right under which this Section VIII(A) to set off the amount of any of the Purchaser's Damages against any Contingent Payment and the Seller disputes the validity of the Purchaser's Damages, the Purchaser agrees to place such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required disputed amount in an escrow account to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make held by Haytxx & Curlxx xxxil the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished dispute is resolved pursuant to the Issuer terms of this Section VIII(A) and Section XI(F) hereof. Any amounts set off by such seller expressly for use the Purchaser which are later awarded to the Seller in accordance with Section XI(F) hereof shall accrue interest at a rate of 8% per annum from the preparation time of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that set off and shall include reasonable fees and disbursements of counsel incurred by the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementSeller.

Indemnification by the Seller. In Subject to the event terms and conditions of this Article VIII, from and after the Closing, the Seller, the Seller and its respective affiliates (with respect to any registration of any Registrable Securities claim made under this Section 8.02 (the Securities Act pursuant to Section 2.1 or 2.2“Indemnifying Parties”) will jointly and severally indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the IssuerPurchaser and its Affiliates and their respective officers, each director of directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.02 (the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities “Indemnified Parties”) from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or liabilitiesincurred by, joint or severalimposed upon, any Indemnified Party to which the Issuer extent arising in whole or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise part out of or are based upon resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any untrue statement representation or alleged untrue statement of a material fact contained warranty made by the Seller set forth in this Agreement or in any Registration Statement under which such securities were registered under certificate delivered by the Securities Act, Seller pursuant to this Agreement; (ii) the breach of any Prospectus covenant or preliminary prospectus included therein, agreement on the part of the Seller set forth in this Agreement or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statementcertificate delivered by the Seller pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Company, Prospectusincluding options, preliminary prospectuswarrants, amendment convertible debt or supplement other convertible securities or necessary other rights to make acquire equity securities of the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Company, prior to the Issuer by such seller expressly for use in Closing arising out of the preparation sale, purchase, termination, cancellation, expiration, redemption or conversion of any such Registration Statement, Prospectus, preliminary prospectus, amendment securities; or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting iv) any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementFraud Claims.