Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from: (a) any breach of any representation or warranty made by the Seller contained in this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitation.

Indemnification by the Seller. Subject to the terms terms, conditions and conditions of limitations set forth in this Article 106, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) and the respective Representativesits representatives, successors and permitted assigns of each of the foregoing excluding the Buyer’s Designees (collectivelyeach, the a “Buyer Indemnified PartiesParty”) ), from and against against, and shall promptly pay or reimburse each Buyer Indemnified Party for, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses Losses sustained or incurred (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, any Losses actually sustained or suffered incurred after the end of the applicable survival period, 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 of the foregoing to the extent arising out of or Buyer Indemnified Party resulting from: : (a) any breach of any a representation or warranty made by the Seller contained or Equity Holders in this Agreement; ; (b) any breach of any covenant or agreement Post-Closing Covenant made by the Seller contained or Equity Holders in this Agreement; ; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder claim or a holder assertion for obligations in respect of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent Indebtedness or broker’s or seller’s fees or expenses arising out of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed transactions contemplated by Buyer under this Agreement by a Person claiming to the extent have been engaged by any Seller or any of the amount so assumed; its Affiliates; (d) any claim obligation of any Seller for any broker’s or investment banking fees of Taxes that arose, in the Seller or its Affiliates in connection with this Agreement and first instance, prior to the transactions contemplated herebyClosing Date; and (e) the failure of any claim Seller to pay, discharge and perform any of the Excluded Liabilities; or cause (f) the ownership or operation of action by any holder of Bonds arising from the Business or in connection with the Offer and SolicitationPurchased Assets prior to the Closing Date.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the The Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective RepresentativesBuyer, successors and assigns of each of the foregoing excluding the Buyer’s Designees its subsidiaries, Affiliates and equity holders, and each of their respective directors, officers, employees, agents, consultants, advisors, representatives and equity holders (collectively, the “Buyer Indemnified PartiesParty”) from and against in respect of any and all claims, proceedings, losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs liabilities and expenses (including reasonable settlement costs, attorneys’ fees, costs fees and any other out-of-pocket expenses incurred in investigating, preparing of investigating or defending the foregoing) any actions or threatened actions, including with respect to enforcement of such indemnity), whether or not due and payable (collectively, the “Losses”), incurredincurred by the Buyer Indemnified Party directly or indirectly arising out of, sustained occurring in connection with, or suffered by resulting from any of the foregoing to the extent arising out of or resulting fromfollowing: (a) any breach of any representation or warranty made of the Seller in this Agreement or in any certificate, instrument or document delivered by the Seller contained on the Closing Date in connection with this Agreement; (b) any nonfulfillment, nonperformance or other breach of of, or noncompliance with, any covenant covenant, condition or agreement by of the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedExcluded Liabilities; (d) any claim for any broker’s repair, replacement, modification, alteration or investment banking fees reconfiguration of the Seller Constructed BPL Network required as a result of any change, modification, revision, amendment, or its Affiliates withdrawal of the rules governing broadband over power lines promulgated by the Federal Communications Commission (“FCC”) on remand of the decision in connection with this Agreement and Case No. 06-1343, American Radio Relay League v. FCC, decided by United States Court of Appeals for the transactions contemplated herebyDistrict of Columbia Circuit on April 25, 2008; and (e) any claim Proceedings, demands or cause assessments incidental to any of action by any holder of Bonds arising from or the matters set forth in connection with the Offer and Solicitationclauses (a) through (d) above.

Indemnification by the Seller. Subject to the terms and conditions of this Article 106, following the Closing, the Seller (without any right of contribution from the Company) shall saveindemnify, defend, indemnify defend and hold harmless Purchaser, its Affiliates, the Buyer (including the Targets) Companies and the their respective Representativessuccessors, successors assigns, officers, directors, employees, representatives and assigns of each of the foregoing excluding the Buyer’s Designees Agents (collectively, the “Buyer Purchaser Indemnified PartiesPersons”) ), from and against against, and shall promptly pay or reimburse each Purchaser Indemnified Person for, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses Losses suffered or incurred by any such Purchaser Indemnified Person (including reasonable attorneys’ feesany Losses suffered or incurred after the end of the applicable survival period, costs and other out-of-pocket expenses incurred provided that a claim is made prior to the end of the applicable survival period in investigating, preparing or defending accordance with the foregoing) (collectively, “Losses”terms of this Agreement), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from: 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 contained or the Companies in this Agreement; Agreement or any other Transaction Document, (b) any the breach of any covenant or agreement by of the Seller or the Companies contained in Article 5 hereof or any other covenant of the Seller or the Companies in this Agreement; Agreement or any other Transaction Document, (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target and all Transaction Expenses to the extent not set forth on Section 4.25 of the amount so reflected or Company Disclosure Schedule, (iid) any Assumed Liability and any other liability expressly assumed by Buyer under all Indebtedness as of the date of this Agreement to the extent not set forth on Section 4.26 of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and Company Disclosure Schedule, (e) Pre-Closing Taxes of the Companies, (f) the amount (if any) by which the Taconet Payments exceeds the Escrow Amount, and (g) any claim Taxes imposed on the Companies, including successors thereof, or cause any direct or indirect owner of action by any holder the Companies or successor, arising as a result of Bonds arising from or in connection with the Offer and SolicitationTransactions.

Indemnification by the Seller. Subject to the terms provisions of Sections 10.4 and conditions of this Article 1010.5 below, the Seller shall saveSeller, defendon behalf of itself and its successors and assigns, indemnify agrees to indemnify, defend and hold harmless the Buyer (including the Targets) and the respective Representativesits Affiliates, members, managers, officers, directors, employees, agents, representative, successors and permitted assigns of each of the foregoing excluding the Buyer’s Designees (collectively, collectively the “Buyer Indemnified Parties”) ), harmless, from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromfollowing: (a) Any and all Losses which arise out of or result from or as a consequence of (i) any breach of any a representation or warranty made by or on behalf of the Seller contained in this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or ; and (ii) any Assumed Liability and failure by the Seller to perform, comply with or observe any one or more of its covenants, agreements or obligations contained in this Agreement or in any other liability expressly assumed by Buyer under this Agreement agreement, instrument or document delivered to the extent Buyer or any of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and or any of the transactions contemplated hereby; anddescribed in this Agreement or any of the transactions described in this Agreement. (eb) Any and all Losses which may at any time or from time to time arise out of or result from or as a consequence of the operation of the Business prior to the Closing Date (other than Assumed Liabilities), including without limitation: (i) any claim Excluded Liability or cause Excluded Assets; (ii) relating to, or the failure to discharge, any obligations of action the Seller, which were incurred by them, on account of the period prior to the Closing Date (except for the Assumed Liabilities), including without limitation any holder of Bonds arising and all federal, state or local Taxes due from or the Seller in connection with the Offer and Solicitation.Business, or with respect to the assets thereof, applicable to or arising from any period prior to the Closing Date. With respect to the indemnification obligations of the Seller pursuant to this Section 10.2, a Buyer Indemnified Party may proceed against the Seller for indemnification pursuant to this Article X.

Indemnification by the Seller. (a) Subject to the terms and conditions other provisions of this Article 10Agreement, the Seller shall save, defend, indemnify and hold harmless Buyer and, if applicable, its subsidiaries and affiliates, each of their respective officers, directors, employees, agents and representatives, and each of the Buyer (including the Targets) and the respective Representativesheirs, executors, successors and assigns of each any of the foregoing excluding the Buyer’s Designees (collectively, the “"Buyer Indemnified Parties”) from "), from, against and against in respect of any and all losses, damagesclaims, liabilities, deficienciesobligations, claimslosses, interestcosts, awards, judgmentsexpenses, penalties, costs fines and expenses other judgments (including at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs ' fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingexpenses) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromrelating to: (ai) any breach of any representation the representations, warranties, covenants or warranty agreements made by Seller in the Agreement which survive Closing pursuant to their terms of Section 6.1 of the Agreement; (ii) any breach of the representations, warranties, covenants or agreements made by Seller contained in any certificate, agreement, exhibit or schedule (the "Seller Ancillary Documents") delivered by Seller pursuant to this Agreement, which representation, warranty, covenant or agreement survives Closing pursuant to their terms or Section 6.1 of this Agreement; (biii) any claims arising from goods provided, services rendered or actions taken by the Company before the Closing Date or otherwise arising from the operations or business of the Company as conducted at any time before the Closing Date; (iv) any loss incurred by Company or Buyer relating to, or arising under, the Joint Venture Agreements; (v) any claims now existing or hereafter arising from or related to Company's use prior to Closing of catalogue content provided by third parties in violation of the limited rights granted to the Company by such third parties; (vi) any fraud, willful misconduct, bad faith or intentional breach of any representation, warranty, covenant or agreement made by Seller in any Seller Ancillary Document. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages of the Seller contained Buyer Indemnified Parties described in this Section 6.2(a) as to which the Buyer Indemnified Parties are entitled to indemnification are referred to as "Buyer Losses" in this Agreement;. (cb) No Buyer Indemnified Party is entitled to make any Third Party Claim claim for indemnification under this Agreement after the appropriate Claims Period; provided, however, that arises from an event occurring if prior to Closing regarding any Interest Holder or a holder the close of an equity interest in a Minority Owned Entity other than (i) a liability reflected business on the Balance Sheet of such Target to the extent last day of the amount so reflected Claims Period the Seller has been notified of a claim for indemnity under this Agreement and such claim has not been finally resolved or (ii) any Assumed Liability disposed of at such date, the basis for such claim shall continue to survive with respect to such claim and any other liability expressly assumed by shall remain a basis for indemnity under this Agreement with respect to such claim until such claim is finally resolved or disposed of in accordance with the terms of this Agreement; provided, further, however, that the Buyer Indemnified Party and the Seller shall be obligated under this Agreement to the extent of the amount so assumed; (d) exercise reasonable efforts to resolve any such claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationas quickly as is reasonably practicable.

Indemnification by the Seller. (a) Subject to the terms SECTIONS 10.2(B) and conditions of this Article 1010.4, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectivelyits directors, the “Buyer Indemnified Parties”) officers, employees, agents and Affiliates from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent Damages arising out of or resulting frombased upon : (ai) any breach of any representation or warranty made by the Seller contained in this AgreementAgreement or any Schedule incorporated by reference into any of Seller's representations or warranties, or in any certificate delivered pursuant to the terms hereof and not waived in writing by the Buyer; (bii) any breach failure to perform any covenant, agreement or undertaking on the part of any covenant or agreement by the Seller contained in this Agreement; (ciii) any Third Party Claim that arises from an event occurring act or omission of the Seller prior to the Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than Date; (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (iiiv) any Assumed Liability suit, action or proceeding, whether governmental or private either (A) pending on or before the Closing Date and any other liability not expressly assumed by the Buyer under this Agreement in writing or (B) arising out of or based upon or relating to any act, event or occurrence prior to the extent of Closing, including, without limitation, the amount so assumed;matters listed on SCHEDULE 4.6; and (dv) any claim for any broker’s and all Taxes that may be imposed on or investment banking fees assessed against the Seller or, if with respect to the operations of the Seller or its Affiliates in connection with this Agreement and Affiliates, the transactions contemplated hereby; andPurchased Assets to the extent such liability relates to the Seller's ownership thereof. (eb) any claim or cause The Seller shall have no obligation to indemnify the Buyer pursuant to SECTION 10.2(A) unless and until the aggregate amount of action Damages incurred by any holder the Buyer and its directors, officers, employees, agents and Affiliates exceeds $50,000, and then the Seller shall indemnify the Buyer and its directors, officers, employees, agents and Affiliates for the amount of Bonds arising from or such Damages in connection with excess of $50,000; and provided further that the Offer and SolicitationSeller's liability under SECTION 10.2(A), shall in no event exceed the Purchase Price.

Indemnification by the Seller. Subject to the terms provisions of Section 6.1 above and conditions of this Article 10Section 6.3 below, the Seller shall saveeach Seller, defendjointly and severally, will indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) Purchaser Indemnitees from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), Damages directly incurred, sustained paid or suffered by any of the foregoing to the extent accrued in connection with or resulting from or and arising out of or resulting fromof: (a) any the breach or inaccuracy of any representation or warranty made of the Seller or Affiliate contained in this Agreement or any Ancillary Document executed by the Seller contained or Affiliate pursuant hereto or thereto or in this Agreementany certificate delivered to Purchaser pursuant to Section 2.5 above; (b) any the breach or violation of any covenant or agreement other obligation of the Seller or Affiliate under this Agreement or any Ancillary Document executed by the Seller contained in this Agreementor Affiliate pursuant hereto or thereto; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder all Taxes not properly paid or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on accrued for by the Balance Sheet of such Target to Company, the extent Subsidiary or Affiliate as of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedClosing Date; (d) (A) the violation by the Company, the Subsidiary, Affiliate or any claim for of their respective affiliates or predecessors (which shall include any broker’s Person whose liabilities, including, without limitation, liabilities arising under any Environmental Laws, have or investment banking fees may have been retained or assumed by the Company, the Subsidiary, Affiliate or any of their respective Affiliates, either contractually or by operation of law) of any Environmental Laws prior to the Seller Closing Date or its Affiliates (B) the presence or release of any Hazardous Materials at any property, present at the property on the Closing Date, including, without limitation, any property owned, leased or operated by them prior to the Closing Date, in connection with this Agreement and the transactions contemplated herebyeach case regardless of whether such violation of Environmental Laws or presence or Release of Hazardous Materials is described or referenced on Schedule 3.24 hereto; and (e) any claim damages or cause of action by any holder of Bonds arising from or losses incurred for the items set forth in connection with the Offer Schedule 3.6(b) and SolicitationSchedule 3.7.

Indemnification by the Seller. Subject The Seller shall indemnify, defend and hold harmless, the Purchaser and, after Closing the Corporation, and, to the terms extent named or involved in any third party action or claim, their respective employees, shareholders, directors, officers, representatives and conditions of this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees related persons (collectively, the “Buyer Purchaser Indemnified Parties”Persons) from and against against, and shall pay to the Purchaser, the Corporation and the Purchaser Indemnified Persons, on demand, the amount of, any loss, liability, obligation, claim and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses damage (including reasonable attorneys’ fees, costs all legal fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingprofessional fees) (collectively, “Losses”Damages), incurred, sustained or suffered by or imposed upon, the Purchaser, the Corporation or any of the foregoing to the extent Purchaser Indemnified Persons or arising out of or resulting fromin connection with: (a) any incorrectness or breach of any representation or warranty made by the Seller contained in this Agreement or in any Acquisition Agreement; (b) any breach or non-fulfillment by the Seller of any covenant covenant, condition or agreement by obligation of the Seller contained in this Agreement or in any Acquisition Agreement; (c) any Third Party Claim and all Tax Liabilities imposed by the Corporation's jurisdiction of incorporation arising with respect to the Corporation’s taxation years or periods that arises from an event occurring end or are deemed to have ended prior to the Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedDate; (d) any claim for any broker’s liabilities or investment banking fees obligations of the Seller Corporation of any nature whatsoever other than Tax Liabilities arising after the Closing Date in respect of any fact, condition or its Affiliates in connection with this Agreement and circumstance existing or occurring on or prior to the transactions contemplated herebyClosing Date; andor (e) any claim or cause of action by any holder of Bonds arising from Person for brokerage or finder’s fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such Person with the Seller or the Corporation (or any Person acting on their behalf) in connection with any of the Offer and Solicitationtransactions contemplated by this Agreement.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) and the respective RepresentativesPurchaser, its Affiliates, successors and assigns assigns, and the managers, members, officers, directors, shareholders, partners, employees, agents and representatives of each any of the foregoing excluding the Buyer’s Designees them (collectively“Purchaser Indemnitees”), the “Buyer Indemnified Parties”) from and against against, and shall pay and reimburse them for, any and all lossesclaims, actions, suits, proceedings. demands, losses (including diminutions in value), costs, expenses, obligations, taxes, liabilities, damages, liabilitiesjudgments, deficienciesrecoveries and deficiencies (including, claimswithout limitation, interest, awards, judgmentsfines, penalties, costs of investigation, reasonable attorneys’, accountants’ and other professionals’ fees and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred amounts paid in investigating, preparing or defending the foregoingsettlement) (collectively, “LossesDamages”), incurred, sustained or suffered by any of the foregoing to the extent ) arising out of of, based upon or resulting from: from (a) any breach or violation of, inaccuracy or misrepresentation in, or failure by Seller to perform, any representations, warranties, covenants, agreements or other obligations of any representation or warranty Seller made by the Seller contained in this Agreement or in any schedule, certificate, exhibit or other document or instrument furnished or to be furnished by Seller to Purchaser pursuant to this Agreement; ; (b) any breach act or omission of Seller with respect to, or any covenant event or agreement by circumstance related to, the Seller contained in this Agreement; ownership, lease or operation of the Assets or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior to or at the time of the Closing, without regard to whether a claim with respect to such matter is asserted before or after the Closing; (c) any Third Party Claim that arises from an event occurring prior Excluded Liability, including but not limited to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than those relating to (i) a liability reflected on the Balance Sheet of such Target Environmental Laws or Hazardous Substances, and (ii) Taxes relating to periods prior to the extent Closing Date; (d) any product or service liability or warranty claims relating to products made or sold or services provided by Seller prior to the Closing Date; or (e) any claim by any Person to (i) all or any portion of the amount so reflected Purchase Price or the Assets, or (ii) any Assumed Liability and compensation, remuneration or other payment with respect to this Agreement or any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) Seller Document or any claim for any broker’s transaction contemplated hereby or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationthereby.

Indemnification by the Seller. Subject to the terms other terms, conditions and conditions of limitations set forth in this Article 10VII, from and after the Closing, Seller shall indemnify Purchaser, its Affiliates (including, after the Closing, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the TargetsCompanies) and the each of their respective Representativesdirectors, officers, employees, agents, successors, assigns and representatives (each such Person, including respective successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectivelyassigns, the a “Buyer Purchaser Indemnified PartiesParty”) from and against against, and shall hold the Purchaser Indemnified Parties harmless from and against, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing Losses based upon or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from: (a) any breach of any representation or warranty made by Seller or the Seller contained in this AgreementCompanies pursuant to Article III; (b) any breach by Seller or the Companies of any covenant of its respective covenants or agreement by the Seller contained in obligations pursuant to this Agreement; (c) except for any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or Taxes arising as a holder result of an equity interest in event, action or transaction occurring after the Closing Date or from a Minority Owned Entity other than transaction outside the ordinary course of business consistent with past practice that takes place on the Closing Date, (i) all Taxes (or the non-payment thereof) of the Companies and the Subsidiary for any Pre-Closing Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either of the Companies or Subsidiary (or any predecessor of any of the foregoing) is or was a liability reflected member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) any and all Taxes of any Person imposed on the Balance Sheet Seller, the Companies or the Subsidiary as a transferee or successor, by Contract or pursuant to any Legal Requirement, or otherwise, which Taxes are imposed on the Companies or the Subsidiary and relate to an event or transaction occurring before the Closing; and (iv) any Taxes for which Seller is liable pursuant to Section 9.03(f); provided, however, that in the case of such Target clauses (i), (ii), and (iii) above, Seller shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the amount so reflected or Closing Date Balance Sheet (iirather than in any notes thereto). Seller shall reimburse Purchaser for any Taxes that are the responsibility of Seller pursuant to this Section 7.02(c) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent within fifteen (15) business days after payment of the amount so assumedsuch Taxes; (d) any claim for any broker’s or investment banking fees of amounts owed by the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; andCompanies to any Governmental Authority or third party arising out of overpayments to the Seller or the Companies identified by CMS, AHCCCS or ADES relating to periods of service prior to the Closing Date, whether such overpayments are determined as a result of any adjustment to premiums, audit, investigation or similar process to the extent not expressly accrued for on the Most Recent Financial Statements; (e) any claim Transaction Expenses or cause Indebtedness of action by the Companies’ or the Subsidiary incurred on or prior to the Closing Date; and (f) any holder matters set forth in Section 7.02(f) of Bonds arising from or in connection with the Offer and SolicitationDisclosure Schedule.

Indemnification by the Seller. Subject to the terms provisions of Sections 10.4 and conditions of this Article 1010.5 below, the Seller shall saveSeller, defendon behalf of itself and its successors and assigns, indemnify agrees to indemnify, defend and hold harmless the Buyer (including the Targets) and the respective Representativesits Affiliates, members, managers, officers, directors, employees, agents, representative, successors and permitted assigns of each of the foregoing excluding the Buyer’s Designees (collectively, collectively the “Buyer Indemnified Parties”) ), harmless, from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromfollowing: (a) Any and all Losses which arise out of or result from or as a consequence of (i) the operation of the Seller (including the Excluded Subsidiaries) prior to the Closing Date, including any successor liability other than an Assumed Liability; (ii) any breach of any a representation or warranty made by or on behalf of the Seller in this Agreement (including the Exhibits and Schedules hereto) or any other Transaction Document; and (iii) any failure by the Seller to perform, comply with or observe any one or more of its covenants, agreements or obligations contained in this Agreement; (b) Agreement or in any breach of any covenant other agreement, instrument or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target document delivered to the extent Buyer or any of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and or any of the transactions contemplated hereby; anddescribed in this Agreement or any of the transactions described in this Agreement. (eb) Any and all Losses which may at any time or from time to time arise out of or result from or as a consequence of the operation of the Business prior to the Closing Date, including without limitation: (i) any claim Excluded Liability or cause Excluded Assets; (ii) any failure by the Seller to comply with the provisions of action this Agreement; (iii) relating to, or the failure to discharge, any obligations of the Seller, which were incurred by them, on account of the period prior to the Closing Date (except for the Assumed Liabilities), including without limitation the following: (A) any holder audit or investigation or civil, administrative or criminal proceedings arising as a result of Bonds arising the Business prior to or as of the Closing Date whether or not the Seller or its Affiliates had Knowledge thereof as of the Closing Date, or (B) any and all federal, state or local Taxes due from or the Seller in connection with the Offer and Solicitation.Business, or with respect to the assets thereof, applicable to or arising from any period prior to the Closing Date. With respect to the indemnification obligations of the Seller pursuant to this Section 10.2, a Buyer Indemnified Party may proceed against the Seller for indemnification pursuant to this Article X.

Indemnification by the Seller. (a) Subject to the terms limitations set forth in Sections 8.01 and conditions of this Article 108.05, from the Closing Date through the survival periods set forth in Section 8.01, the Seller shall save, defend, indemnify and save and hold harmless Parent, the Buyer (including the Targets) Purchaser and the their respective RepresentativesAffiliates and their respective officers, successors directors, employees, equityholders, attorneys, agents and assigns of each of the foregoing excluding the Buyer’s Designees representatives (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or Covered Losses suffered by any of the foregoing to the extent such Purchaser Indemnitees resulting from or arising out of or resulting from: of: (ai) any breach of or inaccuracy in any representation or warranty made by of the Seller contained in Article II, without regard to any qualifications or exceptions contained therein relating to materiality or an IM Business Material Adverse Effect (other than references in Sections 2.09(b), 2.11 and 2.20 to materiality as to lists set forth in the Seller Disclosure Schedules and the reference to an IM Business Material Adverse Effect in Section 2.07(a)), at and as of the date of this Agreement; Agreement or as of the Closing, as though made at and as of such time (bor, if made as of a specific date, at and as of such date); (ii) any nonfulfillment or breach of any covenant or agreement made by the Seller contained in this Agreement; Agreement that survives the Closing Date pursuant to Section 8.01(b); (ciii) any Third Party Claim that arises from an event occurring prior Excluded Assets; (iv) any Retained Liabilities; and (v) set forth in any item in Schedule 8.02(a). The foregoing notwithstanding, no Purchaser Indemnitee shall be entitled to Closing regarding indemnification for any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target Covered Losses if and to the extent that such Covered Loss is taken into account in determining the Adjustment Amount under Section 1.09. (b) Any indemnification of a Purchaser Indemnitee pursuant to this Section 8.02 shall be effected by a wire transfer or transfers of immediately available funds from the amount so reflected Seller to an account or (ii) any Assumed Liability and any other liability expressly assumed accounts designated in writing by Buyer under this Agreement the applicable Purchaser Indemnitee to the extent of Seller within ten (10) days after the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationfinal determination thereof.

Indemnification by the Seller. Subject (a) The Seller agrees to the terms and conditions of this Article 10indemnify, the Seller shall save, defend, indemnify defend and hold harmless the Buyer (including the Targets) Company and the Purchaser and each of their respective RepresentativesAffiliates, successors officers, directors, employees, members, agents, successors, transferees and assigns of (each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer a "Purchaser Indemnified Parties”Party") from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Losses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent them based upon, resulting from or arising out of or resulting from: (ai) any the breach of any representation or warranty made by of the Seller contained in this Agreement; Agreement or any of the Ancillary Documents, (bii) any the breach of any covenant or agreement by of the Seller contained in this Agreement or any of the Ancillary Documents, (iii) Environmental Costs in excess of $250,000, whenever incurred, based upon, arising from or related to any conditions, events, circumstances, facts, activities, practices, incidents, actions or omissions occurring or existing on or prior to the Closing Date (x) 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 (y) otherwise related to the Company, or any other related entity of the Company or any of its subsidiaries, or any divested entity, business, facility or 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 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 claim or action; provided that the failure of the Company to give the Seller prompt notice as provided herein shall not relieve the Seller of its obligations hereunder, except to the extent that the Seller is prejudiced thereby. (b) No claim may be made against the Seller for indemnification pursuant to Section 8.03(a)(i), unless the aggregate liability of the Seller, when aggregated with the aggregate liability of the "Seller" (as defined therein) pursuant to Section 8.03(a)(i) of the Asset Purchase Agreement;, exceeds $5,000,000, and the Seller shall then only be liable for Losses under this Agreement in excess of $5,000,000. The maximum amount recoverable, in the aggregate, under Section 8.03(a)(i) hereof and Section 8.03(a)(i) of the Asset Purchase Agreement for breaches of representations and warranties shall be $50,000,000. (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on The Company and the Balance Sheet of such Target Purchaser each acknowledge and agree that, except to the extent any Losses are incurred by such party resulting from any fraudulent misrepresentation by the Seller, the Company's and the Purchaser's sole and exclusive remedy with respect to any and all claims based upon, resulting from or arising out of the amount so reflected breach of any representation or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees warranty of the Seller or its Affiliates contained in connection with this Agreement and or any Ancillary Document shall be pursuant to the transactions contemplated hereby; and (e) any claim or cause indemnification provisions of action by any holder of Bonds arising from or in connection with the Offer and Solicitationthis Article VIII.

Indemnification by the Seller. Subject to the terms The Purchaser, Dycom and conditions of this Article 10their Affiliates, the Seller shall saveofficers, defenddirectors, indemnify and hold harmless the Buyer (including the Targets) and the respective Representativesemployees, agents, successors and assigns of (each of the foregoing excluding the Buyer’s Designees (collectively, the a “Buyer Purchaser Indemnified PartiesParty”) from shall be indemnified and held harmless by the Sellers, jointly and severally, for and against any and all Liabilities, losses, diminution in value, damages, liabilitiesclaims, deficiencies, claimscosts and expenses, interest, awards, judgments, penalties, costs judgments and expenses penalties (including reasonable attorneys’ fees, costs and other out-of-pocket expenses consultants’ fees and expenses) actually suffered or incurred in investigating, preparing by them (including any Action brought or defending the foregoingotherwise initiated by any of them) (collectively, hereinafter a “LossesLoss”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from: (a) any the breach as of the date hereof or as of the Closing Date of any representation or warranty made by the Seller Sellers contained in this AgreementAgreement or in any certificate delivered hereunder (it being understood that such representations and warranties (other than the Seller Fundamental Representations and clause (ii) of the first sentence of Section 3.12 and with respect to the scope of any disclosures required on the Disclosure Schedule) shall be interpreted without giving effect to any limitations or qualifications as to “materiality”, “Material Adverse Effect” or words of like meaning set forth therein); (b) any the breach of any covenant or agreement by the Seller Sellers contained in this AgreementAgreement or the Ancillary Agreements; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder Liabilities, including Tax Liabilities, arising out of or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target directly relating to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedRestructuring Transactions; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated herebyRetained Insurance Claims; andor (e) any claim or cause those matters set forth on Section 9.02(e) of action the Disclosure Schedule. To the extent that the Sellers’ undertakings set forth in this Section 9.02 may be unenforceable, the Sellers shall each contribute the maximum amount (subject to Section 9.04) that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by any holder of Bonds arising from or in connection with the Offer and SolicitationPurchaser Indemnified Parties.

Indemnification by the Seller. Subject to (a) The Seller hereby agrees that from and after the terms and conditions of this Article 10Closing it shall indemnify, the Seller shall save, defend, indemnify defend and hold harmless the Buyer Purchaser, its Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees (including other than the TargetsTransferred Employees) and the respective Representativestheir heirs, successors and assigns of permitted assigns, each of in their capacity as such (the foregoing excluding “Purchaser Indemnified Parties”, and collectively with the Buyer’s Designees (collectivelySeller Indemnified Parties, the “Buyer Indemnified Parties”) from from, against and against in respect of any and all lossesLosses imposed on, damagessustained, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by by, or asserted against, any of the foregoing Purchaser Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to the extent or arising out of or resulting fromof: (ai) any breach or inaccuracy of any representation or warranty made by the Seller contained in this Agreement, the Seller Closing Certificate or any other Transactional Agreement (it being understood that, for purposes of this Section 8.2(a), any qualifications relating to materiality, including the term “Material Adverse Effect”, or relating to knowledge contained in such representation or warranty shall be disregarded for purposes of determining the amount of Losses incurred); (bii) any breach of any covenant or agreement of the Seller or any of its Affiliates contained in this Agreement or any Ancillary Agreement, other than Section 4.2(b)(x); (iii) any failure to timely fulfill or discharge any of the Excluded Liabilities; (iv) except as provided for in Section 8.2(a)(v), (x) Taxes (but not including any such Taxes paid by the Seller prior to the Closing Date or to the extent that the Seller maintained a specific reserve or provision for such Taxes in the Financial Information) imposed on the Seller (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Seller) with respect to taxable periods of the Seller ending on or before the Closing Date; and (y) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes (but not including any such Taxes paid by the Seller prior to the Closing Date to the extent the Seller maintained a specific reserve or provision for such Taxes or in the Financial Information) imposed on the Seller which are allocable pursuant to the next sentence, to the portion of such period ending on the Closing Date. In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended with the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income or receipts during such period in a jurisdiction in which such tax rate depends upon the level of income or receipts, annualized income or receipts may be taken into account if appropriate for an equitable sharing of such Taxes); and in the case of Taxes not described in clause (x) that are imposed on a periodic basis and measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period; (v) Taxes payable by the Transferred Subsidiary to the extent attributable to any period prior to the Closing Date, as determined under Section 8.2(a)(iv), except to the extent liability for such taxes is accrued on the Transferred Subsidiary Closing Balance Sheet. Notwithstanding any other section of this Agreement, the indemnification under this Section 8.2(a)(v) shall survive until sixty days after the statute of limitations for assessments closes for the Transferred Subsidiary under the laws under which such Taxes may become payable; and (vi) any inaccuracy in the amount of the Transferred Subsidiary Closing Assets or the Transferred Subsidiary Closing Liabilities as reflected on the Transferred Subsidiary Closing Balance Sheet. (b) Notwithstanding anything to the contrary contained in this Agreement; (i) Except with respect to claims based on (w) fraud, (x) willful breach of a covenant, (y) breach of any post-closing covenant or (z) any matter contemplated by clauses (a)(iii), (a)(iv) or (a)(v) of Section 8.2, the indemnification provided in this Section 8 shall be the sole and exclusive post-Closing monetary remedy available to the Purchaser, as against the Seller or any of its Affiliates, for any Losses arising under or related to this Agreement or any other Transactional Agreement, it being understood that nothing in this Section 8.2(b)(i) or elsewhere in this Agreement shall affect any party’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement. (ii) Except with respect to claims based on (v) fraud, (w) willful breach of a covenant, (x) breach of any post-closing covenant, (y) breach of the IP Representations or Seller Extended Representations or (z) indemnification pursuant to clauses (a)(iii), (a)(iv) or (a)(v) of Section 8.2, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller under this Agreement or any other Transactional Agreement shall not exceed $12.5 million plus the amount of any Contingent Payment. Except with respect to claims based on fraud, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller with respect to IP Representations shall not exceed $31.25 million plus the amount of any Contingent Payment; provided, however, except with respect to claims based on (v) fraud, (w) willful breach of a covenant, (x) breach of any post-closing covenant, (y) breach of the Seller Extended Representations or (z) indemnification pursuant to clauses (a)(iii), (a)(iv) or (a)(v) of Section 8.2, the maximum aggregate amount of indemnifiable Losses, that may be recovered from the Seller under this Agreement or any other Transactional Agreement, including those with respect to the IP Representations, shall not exceed $31.25 million plus the amount of any Contingent Payment. Except with respect to claims based on (x) fraud, (y) breach of any post-closing covenant or (z) indemnification pursuant to clauses (a)(iii), (a)(iv) or (a)(v) of Section 8.2, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller under this Agreement shall be equal to the Purchase Price plus the amount of any Contingent Payment. (iii) Except with respect to claims based on (v) fraud, (w) willful breach of a covenant, (x) breach of any post-closing covenant, (y) breach of the Seller Extended Representations or (z) indemnification pursuant to clauses (a)(iii), (a)(iv) or (a)(v) of Section 8.2 (such clauses (v), (w), (x), (y) and (z), collectively “Non-Basketed Losses”), no indemnification payment by the Seller with respect to any indemnifiable Losses otherwise payable under Section 8.2(a) or any other Transactional Agreement shall be payable until such time as all such indemnifiable Losses made or paid under Section 8.2(a) shall aggregate to more than $375,000 (the “Deductible”), after which time the Seller shall be liable for all indemnifiable Losses exceeding the Deductible. In addition, except with respect to any Non-Basketed Losses, no indemnification payment by the Seller with respect to any indemnifiable Losses otherwise payable under Section 8.2(a) or any other Transactional Agreement shall be payable in respect of any indemnification claim or series of indemnification claims arising from the same or similar underlying event or circumstance unless such claim is for Losses in an amount of at least $10,000. (c) The Purchaser may set off any Third Party Claim amounts due to the Purchaser under the terms of this Section 8 against the Contingent Payment that arises from an event occurring prior may be owed to Closing regarding the Seller pursuant to Section 1.6(a) and shall not be obligated to make any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target Contingent Payment to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer a bona fide claim for indemnification made under this Agreement to the extent Section 8 pending final resolution of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationsuch claim.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10VI, from and after the Closing, the Seller shall saveindemnify the Parent, defendthe Buyer, indemnify their Affiliates and their respective partners, officers, directors, agents and employees (each a "Buyer Indemnified Party") in respect of, and hold harmless the Buyer (including the Targets) and the respective Representativesharmless against, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all lossesdebts, obligations and other liabilities, monetary damages, liabilitiesfines, fees, penalties, interest obligations, deficiencies, claims, interest, awards, judgments, penaltieslosses, costs and expenses (including without limitation reasonable attorneys’ fees, costs ' fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingexpenses) (collectively, “Losses”), incurred, sustained "Damages") incurred or suffered by any of the foregoing to the extent arising out of or resulting fromBuyer Indemnified Party: (a) resulting from, relating to or constituting any (i) misrepresentation or breach of any representation or warranty made by of the Seller contained in this Agreement or the certificate of the Seller delivered at the Closing pursuant to Section 5.1(d), (ii) failure to perform any covenant or agreement of the Seller contained in this Agreement;, (iii) item set forth on the Disclosure Schedule relating to the representations and warranties in Sections 2.14 or 2.18; (iv) Taxes of any Group Member or Seller for any period prior to the Closing Date; (v) the spin-off of the Seller from U.S. Office Products Company; or (vi) any liability under any workers' compensation claims based upon occurrences arising prior to the Closing. (b) resulting from any breach failure of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than have good title to (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or Membership Interest, (ii) the Shares, or (iii) the LP Interest, in each case, free and clear of any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationEncumbrance.

Indemnification by the Seller. Subject The Seller shall indemnify, defend and hold harmless, the Purchaser and, after Closing the Corporations, and, to the terms extent named or involved in any third party action or claim, their respective employees, shareholders, directors, officers, representatives and conditions of this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees related persons (collectively, the “Buyer Purchaser Indemnified PartiesPersons”) from and against against, and shall pay to the Purchaser, the relevant Corporation and the Purchaser Indemnified Persons, on demand, the amount of any loss, liability, obligation, claim and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses damage (including reasonable attorneys’ fees, costs all legal fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingprofessional fees) (collectively, “LossesDamages”), incurred, sustained or ) suffered by or imposed upon, the Purchaser, the relevant Corporation or any of the foregoing to the extent Purchaser Indemnified Persons or arising out of or resulting fromin connection with: (a) any incorrectness or breach of any representation or warranty made by the Seller contained in this AgreementAgreement or in the Prepayment Amounts Note; (b) any breach or non-fulfillment by the Seller of any covenant covenant, condition or agreement by obligation of the Seller contained in this AgreementAgreement or in the Prepayment Amounts Note; (c) any Third Party Claim and all Tax Liabilities imposed by any Corporation's jurisdiction of incorporation arising with respect to such Corporation’s taxation years or periods that arises from an event occurring end or are deemed to have ended prior to the Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedDate; (d) any claim for any broker’s or investment banking liabilities of the Corporations in respect of hosting arrangements and professional services fees of MNP LLP related to the Seller or its Affiliates preparation of the Financial Statements, in connection with this Agreement and each case relating to the transactions contemplated herebyperiod prior to the Closing Date; andor (e) any claim or cause of action by any holder of Bonds arising from Person for brokerage or finder’s fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such Person with the Seller or any Corporation (or any Person acting on their behalf) in connection with any of the Offer and Solicitationtransactions contemplated by this Agreement.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10VII, the Seller shall saveindemnify the Buyer and its officers, defenddirectors, indemnify employees, agents, representatives and its Affiliates (the "Buyer Indemnitees") in respect of, and hold harmless the Buyer (including the Targets) and the respective RepresentativesIndemnitees harmless against, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all liabilities, obligations, judgments, interest, losses, assessments, damages, liabilitiesfines, deficiencies, claims, interest, awards, judgmentsfees, penalties, costs and expenses (including without limitation reasonable attorneys’ fees' fees and expenses of investigating and defending claims, costs and lawsuits, complaints, actions or other out-of-pocket expenses incurred in investigating, preparing pending or defending the foregoingthreatened litigation) (collectively, “Losses”), incurred, sustained "Damages") incurred or suffered by any of the foregoing to the extent arising out of Buyer Indemnitees resulting from or resulting fromattributable to: (a) any breach of any representation or warranty made of the Seller contained in this Agreement, any Ancillary Agreement (except the Manufacturing Agreement) or the Seller's Certificate; (b) any failure by the Seller to perform or observe any covenant or agreement required to be performed or observed by the Seller contained in this Agreement or any Ancillary Agreement (except the Manufacturing Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement); (c) any Third Party Claim that arises from an event occurring prior failure by the Seller to Closing regarding pay, perform or discharge any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedExcluded Liabilities; (d) any claim for any broker’s or investment banking fees liabilities arising out of the Seller Seller's conduct of the Product Line Operations on or its Affiliates in connection with this Agreement and prior to the transactions contemplated herebyClosing Date whether asserted prior to or after the Closing Date (except to the extent the same constitutes an Assumed Liability); andor (e) any claim or cause the material breach by the Seller of action by any holder of Bonds arising from or in connection with its obligations under the Offer and SolicitationTransition Services Agreement.

Indemnification by the Seller. Subject to the terms applicable provisions and conditions limitations of this Article 10VIII, the Seller shall savehereby agrees, defendfrom and after the Closing, to indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding Buyer, the Buyer’s Designees Company and their respective successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficienciesdemands, claims, interestactions, awards, judgments, penaltieslosses, costs and expenses (including reasonable attorneys’ fees), costs Taxes, fines, penalties and other out-of-pocket expenses incurred in investigatingjudgments, preparing or defending the foregoing) (collectively, “Losses”)) which any Buyer Indemnified Party may incur or otherwise become subject to, incurred, sustained or suffered by any of the foregoing to the extent arising out of of, relating to or resulting fromfrom the following: (a) any breach or inaccuracy of any representation or warranty made under Article II of this Agreement or in any certificate delivered at the Closing by the Seller contained in to the Buyer pursuant to this Agreement; (b) any breach or violation of any covenant or agreement on the part of the Seller under this Agreement or in any certificate delivered at the Closing by the Company or the Seller contained in to the Buyer pursuant to this Agreement; (c) all Taxes imposed on, allocated to or incurred or payable by the Company for any Third Party Claim that arises from an event occurring prior to Pre-Closing regarding Tax Period or the portion of any Interest Holder Straddle Period ending on or a holder before the Closing Date, including any liability of an equity interest in a Minority Owned Entity other than the Company for Taxes of any Person under Treasury Regulation Section 1.1502-6 (i) a liability reflected on the Balance Sheet or any similar provision of such Target state, local, or non-U.S. Law), except for non-income Taxes to the extent included in the determination of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed;Final Closing Working Capital; and (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationthose matters set forth on Schedule 8.02.

Indemnification by the Seller. Subject to (a) From and after the terms and conditions of this Article 10Closing, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) and the its Affiliates and their respective Representativesofficers, successors directors, employees, agents and assigns of each of the foregoing excluding the Buyer’s Designees representatives (collectively, the “Buyer Indemnified Parties”) from against, and against reimburse any and Buyer Indemnified Party for, all lossesLosses that such Buyer Indemnified Party may at any time suffer or incur, damagesor become subject to, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out as a result of or resulting fromin connection with: (ai) any the inaccuracy or breach of any representation representations or warranty warranties made by the Seller or the Company in this Agreement (other than in Section 3.22) or in the certificates furnished by the Seller or the Company pursuant to Sections 2.04(e) and 7.03(a); (ii) any breach or failure by the Seller or, with respect to covenants or obligations required to be performed prior to or at the Closing, the Company to perform any of its covenants or obligations contained in this Agreement; (biii) the Indebtedness of the Company or Transaction Expenses to the extent not paid on or prior to the Closing Date or reflected as a current liability on the Final Net Working Capital Schedule; (iv) any breach liability, commitment or obligation of the Company arising prior to the Closing or otherwise relating to the ownership of the Company or the conduct of the Business prior to the Closing, except for liabilities, commitments or obligations (A) to the extent reflected as current liabilities in the Final Net Working Capital Schedule or (B) arising under any covenant contract to which the Company is a party (including this Agreement and any Companion Agreement) to the extent such liabilities, commitments and obligations are required to be performed on or agreement after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by the Seller contained in this Agreement;or the Company under any such contract prior to the Closing; or (cv) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder liability, commitment or a holder obligation of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet Company arising out of such Target or relating to the extent of the amount so reflected or FIAB Business. (iib) any Assumed Liability and Notwithstanding any other liability expressly assumed by Buyer under provision of this Agreement to the extent contrary, (i) the Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 9.02(a)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses exceeds a dollar amount so assumed; equal to $250,000.00 (dthe “Deductible Amount”), after which the Seller shall be obligated for all Losses of the Buyer Indemnified Parties pursuant to Section 9.02(a)(i) in excess of the Deductible Amount up to a dollar amount equal to $2,500,000.00; provided, however, that the limitations on indemnification set forth in this Section 9.02(b)(i) shall not apply to any indemnification claim for any broker’s brought as a result of the inaccuracy or investment banking fees breach of a Fundamental Representation; (ii) the cumulative indemnification obligation of the Seller or its Affiliates under Section 9.02(a)(i) shall in connection with this Agreement and no event exceed the transactions contemplated herebyPurchase Price; and , for the avoidance of doubt, (eiii) any claim or cause the indemnification obligation of action by any holder of Bonds arising from or the Seller under Section 6.01 shall not be subject to the limitations described in connection with the Offer and Solicitationthis Section 9.02(b).

Indemnification by the Seller. Subject In addition to and not in limitation of the terms and conditions of Seller's indemnification obligations set forth elsewhere in this Article 10Agreement, the Seller shall saveshall, defend, indemnify indemnify, and hold harmless the Buyer Purchaser and its affiliates and its respective officers, directors, shareholders, agents and employees (including individually, a "Purchaser Indemnitee" and collectively the Targets) and the respective Representatives"Purchaser Indemnitees"), successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all claims, losses, deficiencies, liabilities, obligations, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs punitive damages, costs, and expenses (including including, without limitation, reasonable attorneys’ legal, accounting and consulting fees), costs and other out-of-pocket expenses incurred in investigating, preparing whether or defending the foregoing) not resulting from third party claims (collectively, “"Losses”"), incurred, sustained or suffered by any of the foregoing to the extent arising a Purchaser Indemnitee, which arise out of or resulting result from: (a) any inaccuracy or misrepresentation in or breach of any representation of the representations, warranties, covenants or warranty agreements made by the Seller contained in this Agreement or in any document, certificate or affidavit delivered by the Seller pursuant to the provisions of this Agreement; (b) any breach obligation, liability, debt or commitment of any covenant the Seller which is not an , whether or agreement not paid by the Seller contained in this Agreement;Purchaser; and (c) any Third Party Claim that arises from an event occurring prior to Closing regarding claims by any Interest Holder Person arising out of or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target due to the extent failure to comply with the bulk transfers laws, fraudulent conveyance or other laws for the protection of creditors of the amount so reflected State of including, without limitation, any claims by any Person against all or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent part of the amount so assumed;Assets. (d) any claim for any broker’s other matter related to the use or investment banking fees ownership of the Seller Assets prior to the Closing (including, but not limited to, all acts, omissions and conditions existing or its Affiliates in connection with this Agreement and occurring prior to the transactions contemplated hereby; and (e) Closing for which any claim of the Purchaser Indemnitees is alleged to be liable pursuant to any successor or cause similar theory of action by any holder of Bonds arising from or in connection with the Offer and Solicitationliability).

Indemnification by the Seller. (1) Subject to Section 11.01 hereof in the terms case of subclauses (i) and conditions of this Article 10(ii) below, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) Purchaser, its Affiliates and the their respective Representativesemployees, successors officers and assigns of each of the foregoing excluding the Buyer’s Designees directors (collectively, the “Buyer "Purchaser Indemnified Parties”") from against, and against reimburse any Purchaser Indemnified Party for, any and all lossesLosses that such Purchaser Indemnified Party may at any time suffer or incur, damagesor become subject to, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs as a result of or in connection with: (1) the inaccuracy of any representations and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred warranties made by the Seller or any of its Affiliates in investigating, preparing this Agreement or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing Ancillary Agreements, subject to Sections 10.02(c) and (d) below; (2) any failure by the extent Seller or any of its Affiliates to perform any of its covenants or agreements under this Agreement or any of the Ancillary Agreements (other than the last sentence of Section 1.02(a) of the Transfer Agreement); (3) any Assumed Liability (as defined in the Transfer Agreement); provided, however, that this subclause (iii) shall not apply to any Assumed Liability which arises out of or relates to any matter with respect to which the Purchaser would be required to indemnify the Seller under Section 10.01 or Article VII (assuming, for purposes of this proviso, that the limitations on the Purchaser's indemnification obligations set forth in subparagraphs (ii) and (iii) of, and in the proviso to, Section 10.01(b) are not applicable). (4) any Loss arising out of or resulting from:relating to the Actions set forth in items 1, 3, 4, 5, 8 and 10 of Section 3.08 of the Disclosure Schedule; or (a) any breach of any representation or warranty made by the Seller contained in this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e5) any claim or cause of action by or on behalf of any holder Business Employee or Former Business Employee against any Purchaser Indemnified Party for retiree medical or dental benefits under any Pearson Plan disclosed in Section 3.13(b) of Bonds arising from the Disclosure Schedule or under any other employee benefit plan maintained by the Seller or any of its Affiliates on or prior to the Closing Date. (2) Notwithstanding any other provision in this Agreement to the contrary, the Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against or reimburse any Purchaser Indemnified Party for any Losses pursuant to Section 10.02(a): (1) if such claim or demand for indemnification otherwise was resolved in connection with the Offer Purchase Price adjustment procedures set forth in Section 2.06; or unless: (2) with respect to any claim for indemnification (x) pursuant to subclause (i) of Section 10.02 (a) (other than claims for indemnification for Losses arising as a result of breaches of the representations and Solicitation.warranties contained in Sections 3.01, 3.03 and 3.13(d)) or (y) pursuant to subclause (ii) of Section 10.02(a) for Losses arising as a result of a breach of any covenant or agreement contained in Section 5.01, such claim involves Losses in excess of $10,000 (it being understood that the Losses attributable to any such claim involving Losses of $10,000 or less shall not be applied to, or considered when calculating, the aggregate amount of the Purchaser Indemnified Parties' Losses for purposes of subclause (iv) below); and (3) such Purchaser Indemnified Party has notified the Seller in writing in accordance with Section 10.03(a) of a pending or threatened claim with respect to such matters within the applicable survival period set forth in Section 11.01; and (4) with respect to any claim for indemnification pursuant to subclause (i) of Section 10.02(a) (other than claims for indemnification for Losses arising as a result of breaches of the representations and warranties contained in Sections 3.01, 3.03 and 3.13(d)), the aggregate amount of the Purchaser Indemnified Parties' Losses in respect of all such claims then exceeds 1% of the Purchase Price, after which the Seller shall be obligated for all such aggregate Losses of the Purchaser Indemnified Parties in respect of such claims only in excess of such amount; provided, however, that the cumulative indemnification obligation of the Seller under this Article X in respect of subparagraphs (i) and (ii) of Section 10.02(a) shall in no event exceed 75% of the Purchase Price. Notwithstanding anything herein to the contrary, the provisions of this Section 10.02 shall not apply to the breach of any representations or warranties contained in Section 3.14 or to

Indemnification by the Seller. Subject If the Initial Closing occurs, subject to the terms and conditions limitations set forth in this Article 8, the Seller shall, subject to the provisions of this Article 108, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) Purchaser and the respective Representativesits stockholders, successors directors, officers, employees, agents and assigns of each of the foregoing excluding the Buyer’s Designees Affiliates (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Damages incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing Purchaser Indemnitees to the extent arising out of or resulting fromfrom the following: (a) any breach of any representation or warranty made by the Seller contained set forth in this AgreementArticle 2 or Article 3; (b) any breach of any covenant or agreement by of the Seller contained Group set forth in this Agreement; (c) any Third Party Claim that arises from an event occurring prior Excluded Liability or other Liability relating to or arising out of the operation of the Business by the Seller Group before the Initial Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity Date other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed;Liabilities; and (d) any claim for of any broker’s or investment banking fees of person that the Business activities as conducted by the Seller or its Affiliates in connection with this Agreement and Interconnect at any time before the transactions contemplated herebyInitial Closing Date infringes or violates, or constitutes a misappropriation of, any Intellectual Property right of such person; and (e) any claim or cause of action by any holder of Bonds (i) arising from or in connection with the Offer and Solicitationemployment of the Transferred Employees or other employees of the Seller Group through the Initial Closing (including any severance related obligations), or (ii) arising from participation by the Transferred Employees in any Company Plan, including claims arising from participation by the Transferred Employees in the Seller’s pension plan or any breach of any covenant of the Seller Group set forth in Section 10.1 or Section 10.2.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the The Seller shall save, defend, will indemnify and hold save -------------------------------- harmless the Buyer Purchaser and Parent from and against any claims, demands, actions, causes of action, judgments, damages, losses (including the Targetswhich will include any diminution in value), liabilities, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys' and experts' fees and disbursements) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”"Losses") from and which may be made against any and all lossesthe ------ Purchaser or which it may suffer or incur as a result of, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromrelating to: (a) any material breach, non-performance of or non-compliance with any covenant, agreement or obligation of the Seller or pursuant to this Agreement; 18 MIADOCS 753740 3 (b) any material breach of of, any representation or warranty made by the Seller contained in this Agreement; (b) Section 4.1, the Schedules annexed hereto or in any breach of any covenant certificate or agreement by the Seller contained in this Agreementother document delivered or given pursuant hereto; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder liabilities or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent obligations of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed;Seller; and (d) any claim for claims asserted by any broker’s or investment banking fees third party arising from the operation of the Seller or its Affiliates in connection with this Agreement and Business prior to the transactions contemplated hereby; andClosing Date, including any claims asserted by the shareholders of Seller. (e) any claim or cause of action claims asserted by any holder of Bonds Seamless Technologies, Inc. arising from or in connection the consummation of the transactions contemplated by this Agreement, including, but not limited to, any claims based upon any alleged breach of the Agreement known as the Seamless Litigation Funding Agreement. (f) any claims asserted by e-Traveleaders, Inc. arising from the transactions contemplated by this Agreement, including, but not limited to, any claims based upon the alleged breach by Seller of the any agreement with the Offer and Solicitation.e-Traveleaders, Inc.

Indemnification by the Seller. (a) Subject to the terms Sections 13.1, 13.2(b), and conditions of this Article 1013.2(c), the Seller shall saveagrees to indemnify, defend, indemnify defend and hold harmless the Buyer Buyer, its Affiliates (including the Targetsany group with which Buyer files combined or consolidated Tax Returns) and the their respective Representativesstockholders, officers, directors, employees, agents, representatives, successors and assigns of each of (the foregoing excluding the Buyer’s Designees (collectively, the “"Buyer Indemnified Parties”Group") from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Losses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent them arising out of or resulting fromrelating to any of the following: (ai) any breach of any representation or warranty made by the Seller contained in this AgreementAgreement or the Ancillary Agreements; (ii) any breach of or failure by the Seller to perform any covenant or obligation set forth in this Agreement or the Ancillary Agreements; (iii) the ownership or operation of the Excluded Assets or Excluded Businesses; (iv) any Excluded Obligations (except as otherwise provided in this Section 13.2(a)); (v) the conduct of the Business or any portion thereof or the use or ownership of the Purchased Assets prior to the Effective Time, including, without limitation, (A) the manufacture, sale or distribution of any products prior to the Effective Time, and (B) any and all claims that may arise or be asserted against Buyer under any successor liability law at any time, by reason of Buyer's acquisition of the Purchased Assets; (vi) Taxes of the Seller unrelated to the Business or the Purchased Assets; (vii) any claims asserted under the provisions of any applicable Bulk Transfer Act; and (viii) any Pre-Closing Environmental Matters; (b) any breach of any covenant or agreement by Notwithstanding anything to the Seller contrary contained in this Agreement (but subject to Sections 12.2, 12.3, 12.5 and 14.16), the liability of the Seller under this Agreement;, including, but not limited to, Seller's liability to provide indemnification pursuant to Section 13.2(a) is limited as follows: the Seller shall not be liable to Buyer under this Agreement or under any statute, rule, regulation or common law including, but not limited to, any matter referred to in Sections 13.2(a)(i) - (viii) (but excluding any liability in connection with any fraud or illegality on the Seller's part in connection with the preparation, negotiation or execution of this Agreement) unless the aggregate Losses thereunder exceed $50,000 (the "Seller's Basket") in which event the Indemnified Person will be entitled to make a claim against the Seller to the extent such Losses exceed the Seller's Basket and are less than or equal to the Indemnity Hold-Back Amount in the aggregate (the "Seller's Cap"). The Seller's liability under this Article XIII arising in connection with fraud or illegality on the Seller's part in connection with the preparation, negotiation or execution of this Agreement shall not be subject to the Seller's Basket or the Seller's Cap. For purposes of this Section 13.2(b), Losses will be aggregated (x) to determine whether Seller's Basket has been exceeded and (y) to determine whether the Seller's Cap has been met. The indemnification given by Seller in this Agreement shall survive until the Outside Indemnification Date (or until the resolution or payment of all claims made on or prior to the Outside Indemnification Date, but only to the extent such claims have been made on or prior to the Outside Indemnification Date). Buyer waives any rights it may have against Seller for any and all claims under this Agreement or under any federal, state or municipal law, rule or regulation relating to this Agreement or the Purchased Assets (other than claims arising out of fraud or illegality on the part of Seller in connection with the preparation, negotiation or execution of this Agreement) which are not asserted before the Outside Indemnification Date at which time they shall expire and the Losses, if any (other than in connection with claims arising out of fraud or illegality on the part of Seller in connection with the preparation, negotiation or execution of this Agreement) which exceed the Seller's Cap. Any claim asserted within any such period of survival as herein provided shall be deemed timely made for purposes hereof. (c) The amount for which the Seller shall be liable with respect to any Loss pursuant to Section 13.2(a) shall be reduced to the extent that the Buyer or any other member of the Buyer Group shall theretofore have realized any net proceeds recovered from Third Parties (other than insurers) with respect to such Loss. If the Buyer or any other Person entitled to indemnity under Section 13.2(a) shall have received or shall have had paid on its behalf an indemnity payment with respect to a Loss and shall subsequently receive, directly or indirectly, such proceeds, then the Buyer shall promptly pay to the Seller the net amount of such proceeds or, if less, the amount of such indemnity payment. The Buyer shall have no obligation to take any action against any Third Party Claim or to file claims under applicable policies to recover insurance proceeds that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target may be due to the extent of the amount so reflected Buyer or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement Person in order to mitigate the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationSeller's obligations hereunder.

Indemnification by the Seller. Subject (a) The Seller agrees to the terms and conditions of this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targetsand its directors, officers and employees) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) harmless from and against with respect to any and all claims, liabilities, losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including without limitation the reasonable attorneys’ feesfees and disbursements of counsel), costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) net of insurance proceeds received (collectively, “Losses”"LOSSES"), incurred, sustained or suffered by arising out of any of the foregoing to the extent arising out of or resulting fromfollowing: (ai) any breach by the Seller of any representation or warranty made by the Seller contained in this Agreement; (bii) any breach of any covenant or agreement by the Seller contained of any covenant, obligation or undertaking made by the Seller in this Agreement, including without limitation the Seller's covenant in Article 2 to satisfy and discharge the Excluded Liabilities; (iii) any of the matters set forth on SCHEDULE 13.1(a)(iii); (iv) except for the matters referred to in clause (iii) above, any actual liability for the cleanup or removal of any Hazardous Substances, or for death or injury to person or property as a result of the generation, transportation, disposal, release, emission or discharge of any Hazardous Substances on-site or off-site from or by the Seller or any operation existing on the Xxxxxxxxx Facility, past or present, solely to the extent that such liability arises out of any matter that occurred or existed on or before the Closing Date; and (v) except for the matters referred to in clause (iii) above, any actual liability and penalties for violations of, and/or noncompliance with, Environmental Laws, to the extent that such liability arises out of any matter that occurred or existed on or before the Closing Date. (b) No action or claim for Losses (a "CLAIM") pursuant to paragraph (a)(i) above may be brought or made unless such action or claim has been specified in reasonable detail in a written notice from the Buyer to the Seller on or before the first anniversary of the Closing Date, except that any claim under paragraph (a)(i) arising from a breach of Seller's representations and warranties in Section 5.4 may be made at any time in the future, subject to any applicable statute of limitations. No Claim pursuant to paragraph (a)(iv) above or paragraph (a)(v) above, including any Claim falling within the scope of paragraph (a)(iv) above or paragraph (a)(v) above that also falls within the scope of paragraph (a)(i) above or paragraph (a)(ii) above (with any such Claim falling within the scope of paragraph (a)(iv) or paragraph (a)(v) above referred to as a "LIMITED ENVIRONMENTAL CLAIM"), may be brought or made unless such Limited Environmental Claim has been specified in reasonable detail in a written notice from the Buyer to the Seller on or before the seventh anniversary of the Closing Date; provided that notwithstanding the foregoing, in the event that the Buyer performs any "Phase II" environmental assessment subsequent to Closing at the Primary Real Property in accordance with the terms of the Site Lease, a Limited Environmental Claim may be brought or made by the Buyer only for a period of three (3) years from the date of commencement of the "Phase II" environmental assessment but in any event no later than the seventh anniversary of the Closing Date. Any claim under paragraph (a)(ii) above (excluding any claim that also constitutes a Limited Environmental Claim) or paragraph (a)(iii) above (excluding any Claim that also constitutes a Limited Environmental Claim) ("BLANKET ENVIRONMENTAL CLAIMS") may be made at any time in the future, subject to any applicable statute of limitations. (c) any Third Party Claim The Buyer shall not be entitled to indemnification under paragraph (a)(i) above except to the extent that arises the cumulative amount of Losses arising from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than Claims asserted under paragraph (ia)(i) a liability reflected on the Balance Sheet of such Target above exceeds $100,000, and then only to the extent of such excess. In addition, in no event shall the amount so reflected or (ii) any Assumed Liability and any other aggregate liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates for Losses under paragraph (a)(i) above exceed fifteen percent (15%) of the Purchase Price (as finally adjusted pursuant to Section 3.2) and in no event shall the aggregate liability of the Seller for Losses with respect to Limited Environmental Claims exceed $20,000,000; provided that notwithstanding the foregoing, in the event that the Buyer performs any "Phase II" site assessment subsequent to Closing at the Primary Real Property in accordance with the terms of the Site Lease, the aggregate liability of the Seller for Losses with respect to Limited Environmental Claims shall, exclusive of Claims made in connection with this Agreement and any costs incurred with respect to remediation required as a result of the transactions contemplated hereby"Phase II" site assessment findings ("PHASE II REMEDIATION COSTS"), thereafter not exceed $5,000,000; and provided that in no event shall the aggregate liability of the Seller for Losses with respect to Limited Environmental Claims exceed $20,000,000 (e) any claim or cause of action by any holder of Bonds arising from or including Phase II Remediation Costs). Any remediation to be performed in connection with any findings arising from the Offer Phase II site assessment shall be performed by the Seller as described in the Site Separation and SolicitationServices Agreement. Any claims under paragraph (a)(ii) above or Blanket Environmental Claims shall not be subject to any deductible amount or ceiling on liability. Limited Environmental Claims shall not be subject to any deductible amount.

Indemnification by the Seller. Subject to Section 10.1, without otherwise limiting or diminishing the terms and conditions warranties, representations or covenants contained in this Agreement, or the rights or remedies available to Buyer for the breach of this Article 10Agreement or other indemnities provided for herein, the Seller shall save, defend, hereby agrees to indemnify and hold Buyer and its successors, assigns, shareholders, directors, officers, agents and employees harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromagainst: (a) any breach Any and all liabilities of the Company, whether absolute, accrued, fixed, contingent, unknown, unforeseen or otherwise, existing at the Closing Date or arising out of any representation acts, omissions or warranty made by state of facts occurring or existing prior to the Seller contained Closing Date except liabilities reflected in this Agreement;the Financial Statements and except liabilities which individually or in the aggregate do not have a Material Adverse Effect on the Company; and (b) Any and all liabilities, losses, damages, deficiencies, claims or expenses, including reasonable attorneys' fees, arising in connection with or resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant agreement on the part of Seller under this Agreement or any agreement by the Seller contained in or instrument delivered pursuant to this Agreement;; and (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer foregoing. Seller shall have no obligation under this Agreement Section 10.2 to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller indemnify Buyer or its Affiliates in connection with this Agreement and successors, assigns, shareholders, directors, agents or employees from any liability arising out of any acts, omissions or state of facts occurring after the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationClosing Date.

Indemnification by the Seller. Subject to the terms and conditions provisions of this Article 10VIII, from and after the Closing, the Seller agrees to and shall save, defend, indemnify and hold harmless the Buyer (including the Targets) Purchaser and the its Affiliates, and, if applicable, their respective Representativesdirectors, officers, agents, employees, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Purchaser Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing Losses to the extent arising out of or resulting fromrelated to: (a) any breach of any representation or warranty made by of the Seller contained in this Agreement or any Ancillary Agreement, excluding the Transition Services Agreement, or any failure to perform or breach by the Seller of any of its covenants or agreements contained in this Agreement or any Ancillary Agreement that by their express terms contemplate performance on the Closing Date; (b) any failure of the Seller to perform or any breach of any covenant or agreement by the Seller of any of its covenants or agreements contained in this Agreement or any Ancillary Agreement, excluding the Transition Services Agreement, that by their terms expressly contemplate performance after the Closing Date; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent Tax Liability of the amount so reflected Seller or (ii) the Business for any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to period ending on or before the extent of the amount so assumed;Closing Date; and (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationRetained Liability.

Indemnification by the Seller. Subject to the terms terms, conditions and conditions of limitations set forth in this Article 106, the Seller shall saveindemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) and the respective Representativesits representatives, successors and permitted assigns of each of the foregoing excluding the Buyer’s Designees (collectivelyeach, the a “Buyer Indemnified PartiesParty”) ), from and against against, and shall promptly pay or reimburse each Buyer Indemnified Party for, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses Losses sustained or incurred (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, any Losses sustained or suffered incurred after the end of the applicable survival period, 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 of the foregoing to the extent arising out of or Buyer Indemnified Party resulting from: : (a) any breach of any a representation or warranty made by the Seller contained in this Agreement; ; (b) any breach of any covenant or agreement Post-Closing Covenant made by the Seller contained in this Agreement; ; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder claim or a holder assertion for obligations in respect of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent Indebtedness or broker’s or seller’s fees or expenses arising out of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed transactions contemplated by Buyer under this Agreement by a Person claiming to have been engaged by the extent Seller or any of the amount so assumed; its Affiliates; (d) any claim for any broker’s or investment banking fees obligation of the Seller or its Affiliates for any Taxes that arose, in connection with this Agreement and the transactions contemplated herebyfirst instance, prior to the Closing Date; and (e) the failure of the Seller to pay, discharge and perform any claim of the Excluded Liabilities; (f) the ownership or cause operation of action by the Business or the Purchased Assets prior to the Closing Date; or (g) any holder obligation of Bonds arising from the Seller for any fees or in connection penalties with respect to the Offer and Solicitationcollection of administration fees.

Indemnification by the Seller. (a) Subject to the terms and conditions other provisions of this Article 108, the Seller shall save, will defend, indemnify and hold harmless the Buyer Purchaser and its Affiliates (including the Targets) Company), and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees foregoing's respective officers, directors, stockholders, employees and agents (collectively, the “Buyer "Purchaser Indemnified Parties”") from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by Losses which any of the foregoing Purchaser Indemnified Parties may incur or sustain, or to which any of the extent Purchaser Indemnified Parties may be subjected, as the same are incurred, arising out of or resulting fromotherwise related to: (ai) any breach of any representation or warranty made by the Seller contained in Article 3 or Article 4 of this Agreement; (ii) any breach in any respect of any covenant or agreement of the Seller (or, prior to the Closing, the Company) contained in Section 2.3(f), Section 2.3(g), Section 2.4(a), Article 6 or Article 9 of this Agreement; (iii) any Taxes of an Acquired Company accruing or attributable to any period ending on or before the Closing Date, and any Taxes of an Acquired Company for any period that commences before but ends after the Closing Date ("Straddle Period") to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date, determined in the manner described in Section 8.7(a); (iv) any Company Expenses, to the extent not paid in accordance with Section 6.14(h); (v) any Debt, to the extent not taken into account in the calculation of the Final Working Capital Amount; (vi) any Liability of an Acquired Company accruing or attributable to any period ending on or before the Closing Date, except to the extent taken into account in the calculation of the Final Working Capital Amount; (vii) any Excluded Liability, including specifically any Liability related to the operations or assets currently or previously owned or operated by MeYouHealth, LLC or the Network Solutions Business; and (viii) those matters set forth on Schedule 8.2(a)(viii), in the manner set forth thereon. (b) Following the Closing, no Acquired Company shall have any Liability to the Seller or any other Person as a result of any inaccuracy or misrepresentation in or breach of the representations or warranties made by, or a breach of any covenant or agreement by made by, the Company or the Seller. The Seller contained in this Agreement; (c) shall not have any Third Party Claim that arises from right of indemnification or contribution against an Acquired Company on account of any event or condition occurring or existing prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent date of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationClosing.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the (a) The Seller shall save, defend, indemnify and hold harmless the Buyer Purchaser and its Affiliates (including the TargetsCompany after the Closing) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Purchaser Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent Losses arising out of or resulting from: relating to (ai) any breach or violation of any representation the representations or warranty made by warranties of the Seller contained or the Company set forth in this Agreement (including the schedules), (ii) any breach or violation of the covenants or agreements of the Company set forth in this Agreement required to be performed prior to or at the Closing, (iii) any breach or violation of the covenants or agreements of the Seller set forth in this Agreement;, (iv) the failure of any portion of Indebtedness, Sale Bonuses or Seller’s Expenses to be paid at or prior to the Closing, (v) all Taxes of the Seller and its Affiliates for any taxable period, including Taxes resulting from the Conversion, and all Taxes of the Company that relate to Pre-Closing Taxable Periods (determined in accordance with ARTICLE 6), (vi) any Lien on any property or assets of the Company after the Closing as a result of matters existing or relating to any period prior to the Closing and (vii) any litigation, suit, proceeding, arbitration, investigation or Contest with respect to the affairs of the Company prior to the Closing. (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third No Purchaser Indemnified Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or may initiate a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer claim for indemnification under this Agreement to without the extent prior approval of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationPurchaser.

Indemnification by the Seller. Subject If the Closing occurs, then subject to applicable limitations set forth in this Agreement, including, without limitation, the terms provisions and conditions of limitations in this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer Purchaser and its Affiliates (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Purchaser Indemnified Parties”) harmless from and against any and all lossesclaims, liabilities, obligations, costs, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs losses and expenses (including reasonable attorneys’ fees, fees and costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingof investigation) of any nature (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent ) arising out of of, resulting from or resulting from: relating to (a) any breach or violation, or the inaccuracy, of any representation of the representations or warranty made by warranties of the Seller contained and/or the Company set forth in this Agreement (including the schedules) or in any certificate or document delivered pursuant to this Agreement; , (b) any breach or violation of any covenant the covenants or agreement by agreements of the Seller contained Company set forth in this Agreement; Agreement required to be performed prior to or at the Closing, (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder breach or a holder violation of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent covenants or agreements of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; Seller contained herein, including without limitation those set forth in Article 7, (d) the failure of any claim for any broker’s or investment banking fees portion of the Seller Seller’s Expenses or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and Transaction Liabilities to be paid at Closing, (e) any claim Lien on any property or cause assets of action the Company or any Subsidiary after the Closing as a result of matters existing or relating to any period prior to the Closing (other than Liens approved by the prior written consent of the Purchaser or Liens arising as a result of the Company’s failure after the Closing to make payments first due after Closing required under any holder Material Contracts listed on Schedule 3.9 or entered into in accordance with this Agreement), or (f) any litigation, suit, proceeding, arbitration, audit by the Service or other taxing authority or investigation with respect to the affairs of Bonds arising from the Company or in connection with any Subsidiary prior to the Offer Closing, including without limitation any matter described on Schedule 3.19(b) and SolicitationSchedule 3.20.

Indemnification by the Seller. Subject The Seller, on behalf of himself and his successors, executors, administrators, estates, heirs and permitted assigns, agrees subsequent to the terms and conditions of this Article 10, the Seller shall save, defend, Closing Date to indemnify and hold harmless the Buyer, the Company and their respective officers, directors, employees and agents (individually, a "Buyer (including the Targets) Indemnified Party" and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “"Buyer Indemnified Parties”") from and against any and in respect of all losses, liabilities, obligations, damages, liabilities, deficiencies, claimsactions, interestsuits, awardsproceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable attorneys’ fees, costs disbursements and other outexpenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-of-pocket expenses incurred party claims and including all amounts paid in investigatinginvestigation, preparing defense or defending settlement of the foregoing) sustained, suffered or incurred by or made against any Buyer Indemnified Party (collectively, “a "Loss" or "Losses”"), incurred, sustained or suffered by any of the foregoing to the extent arising out of of, based upon or resulting fromin connection with: (a) any breach of any representation or warranty made by the Seller contained in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties (collectively, "Buyer Representation and Warranty Claims"); (b) any breach of any covenant or agreement made by the Seller contained in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement;, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) with respect to taxes of the Business incurred with respect to any Third Party Claim that arises from an event occurring prior to Pre-Closing regarding any Interest Holder Tax Period (as defined below). The term "Pre-Closing Tax Period" shall mean all taxable periods ending on or a holder of an equity interest in a Minority Owned Entity other than before the Closing Date and the portion (i) a liability reflected ending on the Balance Sheet Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this Section 13 are hereinafter collectively referred to as "Buyer Indemnifiable Claims". The rights of Buyer Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) and (c) of this Section 13 shall not be limited by the fact that such Target occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to the extent in clause (a) of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationSection 13.

Indemnification by the Seller. Subject From and after the Closing, subject to the terms and conditions of this Article 10limitations set forth in Section 9.3, the Seller shall savebe liable for and pay, defendand shall indemnify the Buyer Indemnitees against, any and all Damages arising out of (i) all Taxes that constitute Juicy Retained Liabilities; (ii) all Taxes that are imposed on, asserted against or attributable to the properties, income or operations of the Company, for all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (“Pre-Closing Taxes”); and (iii) without duplication, (A) all Taxes resulting from, arising out of, or incurred with respect to (1) any breach of any of the representations or warranties made pursuant to Section 4.10 or in any agreement, certificate or instrument delivered pursuant hereto, as of the date hereby and as of the Closing Date (without giving effect to any “material”, “materiality”, “Material Adverse Effect” or similar qualification contained therein), or (2) any breach by the Seller of any of the covenants made in this Section 9.8; (B) all Taxes imposed on the Company as a result of any transaction contemplated by Section 6.3; and (C) all Taxes imposed on the Company as a result of the provisions of Regulations Sections 1.1502-6 or 1.1502-78 or comparable provision of foreign, state or local Tax Law. Notwithstanding the foregoing, for the avoidance of doubt, the Seller shall not indemnify and hold harmless the Buyer (including the TargetsIndemnitees pursuant to this Section 9.8(b) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing Damages to the extent arising out of such Damages are attributable to any Buyer Tax Act or resulting from: (a) to any breach of any representation or warranty made by the Seller contained Buyer of a covenant in this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationSection 9.8.

Indemnification by the Seller. Subject The Seller hereby agrees, subject ----------------------------- to Sections 7.03, 7.04, 7.05 and 7.07, to indemnify, defend and hold the terms and conditions of this Article 10Purchaser, the Seller shall save, defend, indemnify Company and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) Subsidiaries harmless from and against against: (i) Other than Losses specifically addressed in Article V or Sections 7.02(a)(ii) and (iii), and subject to Section 7.01, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent Losses arising out of or resulting from: (a) from Claims in connection with any misrepresentation, breach of warranty or nonfulfillment of any representation covenant, agreement or warranty made obligation made, undertaken, assumed or required to be assumed by the Seller contained in under or pursuant to this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (eii) Other than Losses specifically addressed in Section 5.01(a) or 5.02(a), any and all Losses arising out of or resulting from Claims against the Purchaser, the Company or the Subsidiaries relating to any matters arising out of any indemnification or similar provision under any contract (including any Material Contract) or other agreement pursuant to which (x) the Company purchased any business, division, product line or assets from any third Person (including from USX Corporation) and (y) any claim sale or cause disposition was made of action any previously owned business, including any subsidiary, division, business or product line formerly owned or operated by the Company or the Subsidiaries or any predecessor of any of them, but not presently so owned or operated by any holder of Bonds them, including the Predecessor and Divested Businesses; and (iii) Other than Losses specifically addressed in Section 5.01(a) or 5.02(a), any and all Losses arising out of or resulting from Claims incurred by the Purchaser, the Company or the Subsidiaries in connection with any indemnification or similar provision under any contract or other agreement relating to the Offer disposition of, or relating to the businesses conducted and Solicitationassets used by, the Retained Businesses; and (iv) Any and all Losses arising out of or resulting from the operation of the Business at or prior to the Effective Time (for example, third party contract, insurance, asbestos exposure or other liability Claims), except to the extent otherwise specifically addressed in Article V or this Article VII or as specifically assumed by the Purchaser as a retained obligation of the Company under this Agreement.

Indemnification by the Seller. Subject The Seller covenants and agrees promptly to the terms indemnify, defend and conditions pay to Buyer or any of this Article 10its Affiliates, the Seller shall save, defend, indemnify and hold them harmless from the Buyer amount of any Damages (including the Targetsas defined in Section 8.4 below) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses suffered or incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of them as a result of, arising out of, in connection with or relating to (i) any suit, claim or demand of any third party arising from acts, omissions, facts, or circumstances relating to Seller's operation of its business or the foregoing Acquired Assets occurring prior to the extent Closing Date the responsibility for which is not specifically assumed by Buyer hereunder, (ii) non-compliance with any provision of law relating to bulk transfers relating to the transactions described in this Agreement, (iii) any claims against Buyer arising out under or relating to any violation of, or failure by Seller to comply with, any Requirements of Law (defined below), on or resulting from: before the Closing Date, (aiv) any claim that any product sold by the Seller on or prior to the Closing Date or included in the Acquired Assets as finished goods inventory is defective or has been improperly designed or manufactured, (v) any obligation to withhold a portion of the Closing Purchase Price or Adjusted Price to satisfy the requirements of any applicable law, (vi) any liabilities arising under any Requirements of Law (as hereinafter defined) in connection with the Equipment containing Contaminants (as hereinafter defined), which contamination Buyer occurred prior to the Closing, and (vii) any breach of any representation of the representations or warranty warranties made by the Seller contained in this Agreement; (b) any breach of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitation.

Indemnification by the Seller. Subject to Following the terms and conditions of this Article 10Closing Date, the Seller shall save, defend, agrees to indemnify the Purchaser and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees its officers, directors, shareholders and representatives (collectively, the “Buyer Purchaser Indemnified Parties”) against, and hold the Purchaser Indemnified Parties harmless from and against any and all lossesclaim, damagesloss, liabilitiesdamage, deficienciescosts, claims, interest, awards, judgments, penalties, costs and or expenses (including reasonable attorneys’ fees, fees and costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingof litigation) (collectively, “Losses”), incurred, sustained ) that any Purchaser Indemnified Party may incur or suffered suffer by any reason of the foregoing to the extent arising out of or resulting from: (a) any the inaccuracy or breach of any representation or warranty made by the Seller contained herein (disregarding, for the amount of determining any Loss, any materiality qualifiers in this Agreement; any such representation and warranty), (b) any the breach of any covenant of the agreements or agreement by covenants of the Seller contained herein or in this Agreement; accordance with the provisions hereof, (c) any Third Party Claim liability or obligation of any nature and any Losses that arises from an event occurring prior to Closing regarding any Interest Holder are incurred or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on suffered by the Balance Sheet of such Target Purchaser and that is based upon or pertains to the extent of Excluded Assets or the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed; Excluded Liabilities, (d) any claim for Proceeding arising from or relating to any broker’s or investment banking fees of the foregoing, (e) any taxes, including interest and penalties, required to be paid by the Seller or its Affiliates in connection with this Agreement successor, which relate to the Branches at or prior to the Closing Date, and (f) the transactions contemplated hereby; and (e) involuntary termination of employment by the Seller prior to or at the Closing Time of any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationRemaining Branch Employee.

Indemnification by the Seller. (a) Subject to the terms Sections 13.1, 13.2(b), and conditions of this Article 1013.2(c), the Seller shall saveagrees to indemnify, defend, indemnify defend and hold harmless the Buyer (including the Targets) Buyer, its Affiliates and the their respective Representativesstockholders, officers, directors, employees, agents, representatives, successors and assigns of each of (the foregoing excluding the Buyer’s Designees (collectively, the “"Buyer Indemnified Parties”Group") from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Losses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent them arising out of or resulting fromrelating to any of the following: (ai) any breach of any representation or warranty made by the Seller contained in this Agreement or Ancillary Agreements; (ii) any breach of or failure by the Seller to perform any covenant or obligation set forth or contemplated in this Agreement or the Ancillary Agreements; (iii) the ownership or operation of the Excluded Assets or Excluded Businesses; (iv) any Excluded Obligation; (v) any Landfill Excluded Liability; (vi) any product returns and product warranty claims relating to the Business and relating to sales occurring prior to the Effective Time to the extent that same cannot be satisfied by Buyer exchanging defective product for non-defective product on a 1:1 basis or by making refunds; (vii) any indemnity obligations of Seller under Section 7.4(c); and (viii) the operation of the Business by the Seller or the ownership of the Purchased Assets by the Seller before the Effective Time, other than Losses to the extent they are (a) based on matters identified on any schedules to this Agreement;, (b) the subject of any representation, warranty or covenant or obligation made by the Seller in this Agreement or any Ancillary Agreement, or (c) based on the matters described in Sections 13.2(a)(iii) through 13.2(a)(vii); September 9, 2004 (Steel Mills) (b) The liability of the Sellex xx provide indemnification pursuant to Section 13.2(a) shall be limited as follows: the Seller shall not be liable with respect to any breach matter referred to in Section 13.2(a) unless the total of the aggregate Losses thereunder, plus the aggregate Losses for which Cargill, Incorporated is liable under Section 13.2(x) xx xxx Xxxx Xxxxxities Purchase Agreement, exceeds Five Million and no/100s Dollars ($5,000,000.00) (the "Seller's Basket") in which event the Indemnified Person will be entitled to make a claim against the Seller to the full extent of such Losses in excess of the Seller's Basket. The Seller's and Cargill, Incorporated's combined aggregate liabilixx xxxxr Section 13.2(a) of this Agreement and under Section 13.2(a) of the Wire Facilities Purchase Agreement shall not exceed the maximum aggregate amount of Twenty-Five Million and no/100s Dollars ($25,000,000.00) (the "Seller's Cap") for both this Agreement and the Wire Facilities Purchase Agreement. For purposes of determining whether the Seller's Basket has been "filled," the ENTIRE amount of the Loss shall be counted, and not just the portion that exceeds any covenant applicable threshold of materiality or agreement Material Adverse Effect. However, only amounts in excess of the Seller's Basket and actually received by the Seller contained Buyer shall be counted in this Agreement;determining whether the Seller's Cap has been reached. Furthermore, Losses attributable to breaches of Sections 4.1 (Existence, Good Standing, Residency), 4.2 (Due Authorization), 4.6(a) (Title), and 4.8 (Taxes) shall not be subject to either the Seller's Basket or the Seller's Cap, and Losses attributable to claims described in Sections 13.2(a)(v) and 13.2(a)(vii) shall not be subject to Seller's Basket. (c) any Third Party Claim that arises from an event occurring prior The amount for which the Seller or Cargill, Incorporated shall be liable with respect xx xxx Xxxx xxxxxxxx to Closing regarding any Interest Holder Section 13.2(a) of this Agreement or a holder pursuant to Section 13.2(a) of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target Wire Facilities Purchase Agreement shall be reduced to the extent that the Buyer or any other member of the amount so reflected Buyer Group shall theretofore have realized any net proceeds recovered from Third Parties (other than insurers) with respect to such Loss. If the Buyer or (ii) any Assumed Liability and any other liability expressly assumed by Buyer Person entitled to indemnity under this Agreement to the extent of the amount so assumed; (dSection 13.2(a) any claim for any broker’s or investment banking fees of shall have received from the Seller or shall have had paid by the Seller on its Affiliates behalf an indemnity payment with respect to a Loss and shall subsequently receive, directly or indirectly, such proceeds, then the Buyer shall promptly pay to the Seller the net amount of such proceeds or, if less, the amount of such indemnity payment. The Buyer shall have no obligation to take any action to file claims under applicable policies to recover insurance proceeds that may be due to the Buyer or any other Person in connection with this Agreement and order to mitigate the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationSeller's obligations hereunder.

Indemnification by the Seller. Subject to (a) Notwithstanding the terms and conditions Closing and, except as provided herein, regardless of this Article 10any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have, the Seller shall save, indemnify and fully defend, indemnify save and hold harmless the Buyer (including Buyer, any Affiliate of the Targets) Buyer, and the their respective Representativesdirectors, officers, agents, employees, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified PartiesIndemnitees”) from ), harmless if any Buyer Indemnitee shall suffer any damage, demand, claim, liability, obligation, loss, cost, Taxes, expense (including, without limitation, the fees and against any disbursements of attorneys, accountants, consultants and all lossesengineers), damages, liabilities, deficiencies, claimsdeficiency, interest, awardspenalty, judgmentsimpositions, penaltiesassessments or fines of any kind or nature, costs and expenses (including reasonable attorneys’ feeswhether known or unknown, costs and other out-of-pocket expenses incurred in investigating, preparing fixed or defending the foregoing) contingent (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent ) arising out of or resulting from, or shall pay or become obliged to pay any sum on account of, one or more of the following: (ai) subject to Section 7.1, any untruth or inaccuracy in any representation or certification of the Seller or the breach of any representation or warranty made by of the Seller contained in this AgreementAgreement or in any certificate delivered to the Buyer in connection with the Closing (in each case, without regard to any qualification or limitation with respect to “materiality”, whether by reference to “in any material respect”, “Material Adverse Effect” or otherwise); (ii) subject to Section 7.1, any failure of the Seller to duly perform or observe any covenants or agreements contained in this Agreement to be performed or observed by the Seller; (iii) (A) any and all Taxes of the Subject Companies for any Pre-Closing Tax Period, including without limitation any and all Taxes of the Subject Companies in respect of the Excluded Assets or Excluded Liabilities or the operations of the Excluded Entities, resulting from the transactions described in Section 5.6(b) or by reason of Treasury Regulation § 1.1502-6 (and any comparable provision under state or local Tax Law) (B) any and all Taxes of the Excluded Entities and the Excluded Assets or attributable to the Excluded Liabilities for any taxable period, and (C) all Taxes arising (directly or indirectly) as a result of the transactions contemplated hereby, including without limitation, Taxes described in Section 11.4 and in respect of the transfer of an Excluded Entity or an Excluded Asset to another Subject Company or the Seller (the obligations to indemnify pursuant to this Section 7.2(a)(iii) shall survive for a period terminating 60 days after the applicable statute of limitations (taking into account extensions) or, if later, the final assessment or collection of the applicable Taxes); and (iv) all Excluded Liabilities; (v) provided, however, that Seller shall have no obligation to make any payment under Section 7.2(a)(i) (except pursuant to an inaccuracy of a representation or a breach of a warranty contained in Sections 3.1 [The Seller], 3.2 [Corporate Organization, Authority and Qualification of the Subject Companies], 3.5 [Capital Stock and Related Matters], 3.9 [Tax Matters] or 3.26 [Brokers]) with respect to any representation or warranty unless and until the aggregate amount to which all Buyer Indemnitees are entitled by reason of all such claims under Section 7.2(a)(i) exceeds $1,000,000 (“Basket Amount”), in which case the party entitled to such indemnification shall be entitled to receive both the Basket Amount and the amount in excess of the Basket Amount. (b) any Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Seller to the Buyer Indemnitees under Sections 7.2(a)(i) hereof (except pursuant to an inaccuracy of a representation or a breach of any covenant or agreement by the Seller a warranty contained in this Agreement;Sections 3.1 [The Seller], 3.2 [Corporate Organization, Authority and Qualification of the Subject Companies], 3.5 [Capital Stock and Related Matters], 3.9 [Tax Matters] or 3.26 [Brokers]) shall not exceed $17,500,000. (c) any Third Party Claim For purposes of Section 7.2(a), whenever it is necessary to determine the liability for Taxes of the Subject Companies for a taxable period that arises from an event occurring prior to begins on or before, and ends after, the Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than Date: (i) Taxes imposed on a liability reflected on periodic basis (such as real, personal and intangible property Taxes) shall be prorated between the Balance Sheet of such Target to Buyer and the extent Seller as of the amount so reflected or Closing; and (ii) any Assumed Liability all other Taxes for the Pre-Closing Tax Period shall be determined as if the Subject Companies had a taxable year or period that ended on and any other liability expressly assumed by Buyer under this Agreement to included the extent of the amount so assumed;Closing Date. (d) any claim for any broker’s or investment banking fees Other than pursuant to Sections 7.2(a)(i) (to the extent arising from breaches of the representations and warranties contained in Sections 3.1 [The Seller], 3.2 [Corporate Organization, Authority and Qualification of the Subject Companies], 3.3 [No Conflict or Violation; Authority and Validity], 3.5 [Capital Stock and Related Matters], 3.9 [Tax Matters], or 3.26 [Brokers]), 7.2(a)(ii), 7.2(a)(iii) or 7.2(a)(iv), the sole recourse of the Buyer against the Seller or its Affiliates in connection with pursuant to this Section 7.2 shall be (i) to the Escrow Fund pursuant to the terms of the Escrow Agreement and then (ii) only in the transactions contemplated hereby; and (e) any claim event that the Escrow Agreement has been terminated or cause of action by any holder of Bonds arising from or in connection with the Offer and SolicitationEscrow Fund depleted, to the Seller.

Indemnification by the Seller. (a) Subject to the terms and conditions of this Article 10set forth herein, from and after the Closing, the Seller shall save, covenants and agrees to defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding Buyer, its Affiliates, the Buyer’s Designees members of the Company Group and their respective officers, directors, employees, agents, advisers and representatives (collectively, the “"Buyer Indemnified Parties”Indemnitees") from and against against, and pay or reimburse the Buyer Indemnitees for, any and all lossesclaims, damagesdemands, liabilities, deficienciesobligations, losses, fines, costs, expenses, royalties, Litigation, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), interest, awards, judgments, penalties, costs including interest and expenses (including reasonable attorneys’ fees, costs penalties with respect thereto and other out-of-pocket expenses and reasonable attorneys' and accountants' fees and expenses incurred in investigatingthe investigation or defense of any of the same or in asserting, preparing preserving or defending the foregoing) enforcing any of their respective rights hereunder or under any Transaction Agreement but excluding incidental, indirect or consequential damages and damages for lost profits (collectively, “"Losses”"), incurred, sustained resulting from or suffered by any of the foregoing to the extent arising out of or resulting fromof: (ai) any breach of any representation or warranty when made or deemed made by any member of the Selling Group herein or in connection herewith (other than the representations and warranties set forth in Section 2.9 and other than, in the case of the representations and warranties in Section 2.20(f), in connection with the termination by the Buyer of the Allied Retirement Plan); 105 (ii) any failure of any member of the Selling Group to perform any covenant or agreement hereunder or under the U.K. Property Agreement, the Pensions Agreement or the Transition Services Agreement or fulfill any other obligation in respect hereof or thereof; (iii) until March 31, 2002 (the "Special Indemnity Period"), any Third Party Proceeding (whether based on contract, tort, the alleged violation of any Law (including any Environmental Law), or any acts or omissions by any member of the Selling Group or the Company Group or by any of their respective directors, officer, employees, contractors, licensees, lessees or agents), which, and only to the extent that it, arose or arises out of or occurred as a result of (or which is based upon or results from) events that occurred or conditions that existed or the ownership of the Target Stock, the U.K. Shares or the Canada Assets or the operation of the Moving Business (including any businesses disposed of or discontinued) on or prior to the Closing Date other than any Loss resulting from or arising out of (x) liabilities disclosed in the Seller Disclosure Letter (other than Litigation), (y) ordinary course operating liabilities of the kind that are recorded on the Closing Balance Sheet as current liabilities and (z) all pending Litigation (including insurance claims) that is disclosed in Section 2.15 of the Seller Disclosure Letter and all other pending Litigation (i.e., claims with costs reasonably expected to be less than $100,000 not required to be disclosed in Section 2.15 of the Seller Disclosure Letter) (the Litigation described in this clause (z), the "Reserved Litigation"); (iv) the Excluded Canada Liabilities; (v) the Restructuring Transactions; and (vi) the failure of any Computer System operated by Allied Van Lines, Inc. or its Subsidiaries to be Year 2000 Compatible. 106 (b) For purposes of this Section 11.1, any inaccuracy in any representation or warranty shall be determined without regard to any materiality or Material Adverse Effect qualification. (c) Except for Losses resulting from inaccuracies in the representations and warranties contained in Sections 2.1, 2.3 and 2.26, the Seller shall not be required to indemnify the Buyer Indemnitees with respect to any claim for indemnification pursuant to clause (i) of Section 11.1(a) in respect of any Losses resulting from inaccuracies in the representations and warranties of any member of the Selling Group referred to in such clause, (x) unless and until the amount of any claim gives rise to Losses in excess of $25,000 and (y) unless and until the aggregate amount of all claims against the Seller under this Section 11.1 exceeds $4,000,000, but in such event indemnification shall be made by the Seller contained in this Agreement; for the full amount of all claims against the Seller, provided, however, that (bA) any breach the aggregate liability of any covenant or agreement by the Seller contained in this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than the Buyer with respect to all claims for indemnification under clauses (i) a liability reflected on and (iii) of Section 11.1(a) shall not exceed $200,000,000 and (B) the Balance Sheet of such Target Buyer shall not be entitled to indemnification for any Loss if and to the extent that such Loss is (1) reflected as a liability on the Closing Balance Sheet and (2) included in the definition of Closing Controllable Net Assets. In addition, the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Seller shall not be required to indemnify the Buyer under this Agreement Indemnitees with respect to the extent of the amount so assumed; (d) any claim for any broker’s or investment banking fees indemnification for Reserved Litigation until the aggregate amount of all Losses incurred by the Seller or its Affiliates Buyer Indemnitees in connection with this Agreement and respect of such Reserved Litigation exceeds the transactions contemplated hereby; and (e) any claim or cause aggregate amount of action by any holder of Bonds arising from or in connection with reserves on the Offer and SolicitationClosing Balance Sheet for such Reserved Litigation.

Indemnification by the Seller. Subject to (a) After the terms and conditions of this Article 10Closing Date, the Seller shall saveshall, defendsubject to the limitations contained in Section 8.02(c) and Section 8.05, indemnify Purchaser and hold harmless the Buyer its respective directors, officers, employees, Affiliates (including the Targets) and the respective RepresentativesCompany), stockholders, agents, attorneys, representatives, successors and permitted assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer "Purchaser Indemnified Parties”") and hold each of them harmless from and against against, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Losses suffered or incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing such Purchaser Indemnified Party to the extent arising out of from or resulting fromrelated to: (ai) any breach of any representation of the representations or warranty warranties made by the Seller contained or Company in this AgreementAgreement or in any Ancillary Agreement or in any certificate delivered pursuant hereto or thereto; (bii) any breach of any covenant or other agreement by on the part of the Seller contained in or the Company under this Agreement; (ciii) any Third Party Claim that arises from an event occurring prior Taxes of the Company or its Subsidiaries for Pre-Closing Tax Periods or the imposition, assessment or assertion of any Taxes of the Company and its Subsidiaries for Pre-Closing Tax Periods; (iv) any obligation of Control Risks Screen Ltd. accruing after the Determination Date but on or before December 31, 2010 to Closing regarding any Interest Holder or a holder of an equity interest make the statutory severance payments set forth in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target Schedule 8.02(a)(iv), except to the extent of such obligation is included in Current Liabilities on the amount so reflected or Final Statement; or (iiv) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement the matters set forth in Schedule 3.15 (subject to the extent requirements of the amount so assumed; Section 8.04(b) (d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated herebyThird Party Claims); and (e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitationprovided that Purchaser shall not be required to give notice pursuant to Section 8.04(b)(i)).

Indemnification by the Seller. Subject to the terms limitations set forth in this Article 12 and conditions any other express provision of this Article 10Agreement, the Seller shall indemnify, save, defendinsure, indemnify pay, defend and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the BuyerPurchaser’s Designees (collectively, the “Buyer Indemnified Parties”) Indemnitees from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses Indemnification Loss incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing Purchaser Indemnitee to the extent arising out of or resulting from: from (a) any breach of any representation or warranty made by of the Seller contained in this Agreement; , (b) any breach of any covenant or agreement by the Seller contained in of any of its covenants or obligations under this Agreement; , and (c) any Third Party Claim that arises from an event occurring and all Liabilities of the Seller arising out of Seller’s operation of the Business or Seller’s ownership of the Assets prior to the Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (the “Seller Liabilities”), including, without limitation: (i) any Liabilities under the Contracts, and Licenses and Permits which have arisen or accrued and pertain to a liability reflected on the Balance Sheet of such Target period prior to the extent of the amount so reflected or Closing Date; (ii) any Assumed Liability the payment of all Taxes and any other liability expressly assumed by Buyer under this Agreement assessments due and payable or accrued but not yet paid prior to the extent Closing Date; (iii) the employment of the amount so assumed; Employees; (div) any claim for personal injury or property damage to a Person which is based on any broker’s or investment banking fees of event which occurred at the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and (e) any claim or cause of action by any holder of Bonds arising from Real Property or in connection with the Offer Business prior to the Closing Date; (v) any claim arising out of marketing, sales and/or management in connection with the Real Property, including any claim arising under securities laws, rules or regulations; and Solicitation(vii) any commitments, obligations, or debts made or incurred by Seller, its predecessors, or the Weston Hills Country Club arising with respect to the Membership Agreements, regardless or whether fixed, accrued or contingent.

Indemnification by the Seller. Subject to the terms and conditions of this Article 10V, the Seller shall savewill indemnify, defend, indemnify and hold harmless the Buyer (including the Targets) Purchaser and the respective Representativesits officers, managers, directors, employees, members, shareholders, representatives and successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Purchaser Indemnified Parties”) from from, against and against with respect to, and will compensate and reimburse the Purchaser and the Purchaser Indemnified Parties for, any claim, Liability, obligation, loss, damage, assessment, judgment, cost, and all lossesexpense (including, damageswithout limitation, liabilities, deficiencies, claims, interest, awards, judgments, penalties, reasonable attorney’s fees and costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses reasonably incurred in investigating, preparing preparing, defending against, or defending the foregoingprosecuting any litigation or claim, action, suit, proceeding, or demand) (collectively, “LossesDamages”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting fromof: (a) any breach of inaccuracy in any representation or warranty made by of the Seller contained in this Agreement, as given by the Seller in connection with the sale and purchase of the First Closing Assets consummated at the First Closing, or the sale and purchase of the Second Closing Assets consummated at the Second Closing; (b) any breach of any covenant or agreement failure by the Seller contained to perform or observe, or to have performed or observed, in full, any covenant, agreement, or condition to be performed or observed by it under this Agreement; (c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumedExcluded Liabilities; (d) any claim for any broker’s or investment banking fees Taxes with respect to the operation of the Business by the Seller prior to the First Closing Date or its Affiliates in connection with this Agreement and Second Closing Date, as applicable, to the transactions contemplated hereby; andextent such Taxes relate to the Seller’s operation of the Business or use or ownership of the Assets on or prior to the applicable Closing Date; (e) any claim or cause unpaid transaction expenses of action by the Seller; or (f) any holder unpaid Indebtedness of Bonds arising from or in connection with the Offer and SolicitationSeller.