Common use of Indemnification by the Selling Parties Clause in Contracts

Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (a) any misrepresentation in or breach of the representations and warranties of the Selling Parties contained in this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or thereto; (b) the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior to the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereof.

Indemnification by the Selling Parties. From and after the Closing, the The Selling Parties, jointly and severally, agree to Parties shall indemnify, defend and save the Buyerhold harmless Buyer and its directors, its officers, directors, employees, agents, and the attorneys, consultants, representatives, Affiliates, successors, transferees and assigns and affiliates of the foregoing (each, a “Buyer Indemnified PartyIndemnitee”) forever harmless promptly upon demand, at any time and from time to time, from, against and against in respect of any and all Liabilities, demands, claims, Proceedingslosses, damages, judgments, liabilities, assessments, suits, actions, or causes of action, assessments, losses, costs, expensesproceedings, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees penalties and expenses of attorneys(including, accountants without limitation, settlement costs and any legal, accounting and other experts expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and consultantsdefense) (individually and collectively, the “Losses”) suffered, sustained incurred or incurred by any Buyer Indemnified Party relating to, resulting fromsuffered in connection with, arising out of or otherwise by virtue ofas a result of the following: (a) any misrepresentation in breach (whether material or breach not), inaccuracy, untruth or incompleteness of the representations and warranties of a covenant, obligation, agreement, representation or warranty made by the Selling Parties contained in any Transaction Document or any other agreement or document contemplated by this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or thereto; (b) any Excluded Liability, including but not limited to liabilities and obligations arising from ownership of the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement Purchased Assets or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) operation of the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing Business on or occurring at or prior to the Closing Date; (c) any liability for, or claim from, the Subsidiaries’ past or current (as of the Closing Date) employees; (d) any claim or litigation implicating the Excluded Liabilities or Excluded Assets;Selling Parties as of the Closing Date; or (e) any Liability and all Taxes arising out of or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer Purchased Assets or the operation of the Assets hereunder; (g) Liens on Business during the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions period prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereof.

Indemnification by the Selling Parties. From and after Subject to the Closinglimitations set forth in this Article VIII, the Selling Parties, jointly and severally, hereby covenant and agree to indemnifythat the Selling Parties shall defend, defend indemnify and save hold harmless Buyer and its Affiliates (including the BuyerCompany after the Closing), its and their respective shareholders, partners, members, managers, officers, directors, employees, agents, directors and the successors, assigns and affiliates of the foregoing employees (each, each a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Losses which a Buyer Indemnified Party relating to, resulting fromsuffers, arising out of or otherwise by virtue ofresulting from: (a) any misrepresentation in or the breach of the representations and warranties of any representation or warranty contained in ARTICLE III or ARTICLE IV hereof (except for the Selling Parties contained in this Agreement, Fundamental Representations and the other Transaction Documents or in any Schedule or Exhibit hereto or theretoMember Fundamental Representations); (b) the failure breach of any a Selling Party to perform any of its, his Parties Fundamental Representation or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or theretoa Member Fundamental Representation; (c) the assertion or recovery against the Buyer breach of any Liability covenant or agreement by any of the Selling Parties or the Company (prior to the Closing Date) contained in this Agreement; (d) (i) all Taxes (or the non-payment thereof) of the Company with respect to any Selling Party arising out of taxable year or in connection with facts, circumstances or conditions existing period that ends on or occurring at before the Closing Date and, (ii) with respect to any taxable year or prior period beginning before and ending after the Closing Date, all Taxes (or the non-payment thereof) of the Company with respect to the portion of such taxable year or period ending on and including the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer Member or any of its agents former equity holder with respect to the Membership Interests or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope former equity holder’s ownership of the representations Company and warranties the Member’s or former equity holder’s right to receive any portion of the Selling Parties in this Agreement or limit Liability Purchase Price; (f) all Indebtedness that remains unpaid as of the Selling Parties for Closing (including any indemnification obligation pursuant to this Article IX with respect tothe extent not paid out of the Adjusted Cash Signing Payment); (g) any breach thereofall Transaction Expenses that remain unpaid as of the Closing (to the extent not paid out of the Adjusted Cash Signing Payment); and (h) the matters set forth on Schedule 8.02(g).

Indemnification by the Selling Parties. From and after Subject to the Closinglimitations set forth in this Article VIII, the Selling Parties, jointly and severally, hereby covenant and agree to indemnifythat the Selling Parties shall defend, defend indemnify and save hold harmless Buyer and its Affiliates (including the BuyerCompany after the Closing), its and their respective shareholders, partners, members, managers, officers, directors, employees, agents, directors and the successors, assigns and affiliates of the foregoing employees (each, each a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Losses which a Buyer Indemnified Party relating to, resulting fromsuffers, arising out of or otherwise by virtue ofresulting from: (a) any misrepresentation in or the breach of the representations and warranties of any representation or warranty contained in ARTICLE III or ARTICLE IV hereof (except for the Selling Parties contained in this Agreement, Fundamental Representations and the other Transaction Documents or in any Schedule or Exhibit hereto or theretoMember Fundamental Representations); (b) the failure breach of any a Selling Party to perform any of its, his Parties Fundamental Representation or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or theretoa Member Fundamental Representation; (c) the assertion or recovery against the Buyer breach of any Liability covenant or agreement by any of the Selling Parties or the Company (prior to the Closing Date) contained in this Agreement; (i) all Taxes (or the non-payment thereof) of the Company with respect to any Selling Party arising out of taxable year or in connection with facts, circumstances or conditions existing period that ends on or occurring at before the Closing Date and, (ii) with respect to any taxable year or prior period beginning before and ending after the Closing Date, all Taxes (or the non-payment thereof) of the Company with respect to the portion of such taxable year or period ending on and including the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer Member or any of its agents former equity holder with respect to the Membership Interests or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope former equity holder’s ownership of the representations Company and warranties the Member’s or former equity holder’s right to receive any portion of the Selling Parties in this Agreement or limit Liability Purchase Price; (f) all Indebtedness that remains unpaid as of the Selling Parties for Closing (including any indemnification obligation pursuant to this Article IX with respect tothe extent not paid out of the Adjusted Cash Signing Payment); (g) any breach thereofall Transaction Expenses that remain unpaid as of the Closing (to the extent not paid out of the Adjusted Cash Signing Payment); and (h) the matters set forth on Schedule 8.02(g).

Indemnification by the Selling Parties. From (a) In accordance with and after subject to the Closingprovisions of this Section 10.1, the Selling PartiesParties shall indemnify and hold harmless the Purchaser, jointly their respective Affiliates, and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, agents and the successors, assigns and affiliates employees of the foregoing Purchaser and their Affiliates (eachcollectively, a “Buyer Indemnified Party”the "Indemnitees") forever harmless from and against and in respect of any and all Liabilitiesloss, demandsdamage, claimsdiminution in value, Proceedingsliability, actionscost and expense, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable attorneys' fees and expenses of attorneys, accountants and other experts and consultants) amounts paidto an unaffiliated third party in settlement (individually and collectively, the “"Indemnified Losses”) suffered"), sustained suffered or incurred by any Buyer Indemnified Party relating toone or more of the Indemnitees by reason of, resulting from, or arising out of or otherwise by virtue of: (ai) any misrepresentation in or breach of the representations and warranties of the Selling Parties representation or warranty contained in this Agreement, the or any certificate, instrument, agreement or other Transaction Documents writing delivered by or in any Schedule or Exhibit hereto or thereto; (b) the failure on behalf of any Selling Party Shareholder or the Company pursuant to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with factsthe transactions contemplated herein, circumstances or conditions existing the breach of any covenant or agreement of any Shareholder or the Company contained in this Agreement, or any certificate, instrument, agreement or other writing delivered to Purchaser by or on behalf of any Shareholder or occurring at the Company pursuant to this Agreement or in connection with the transactions contemplated herein; (ii) any misrepresentation or breach of representation or warranty to those matters described on Schedule 10.1(ii); (iii) any and all liabilities of the Company arising or incurred prior to the Closing Dateexcept for any liability arising from those matters described on Schedule 2.2; (div) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause liabilities arising from the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply matters described on or before the Closing DateSchedule 10.1(iv); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (qv) any and all actions, suitsorders, investigationsassessments, proceedingsfees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Selling Parties shall reimburse Indemnitees on demand for any Indemnified Losses suffered by the Indemnitees, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, assessments, audits and judgments arising out or actions in respect of any Indemnified Losses. The Selling Parties shall have the opportunity to defend at their expense any claim, action or demand for which the Indemnitees claim indemnity against the Selling Parties; provided that (i) the defense is conducted by reputable counsel approved by the Indemnitees, which approval shall not be unreasonably withheld or delayed; (ii) the defense is expressly assumed in writing within ten (10) days after written notice of the foregoing. The rights claim, action or demand is given to the Selling Parties; and (iii) counsel for the Indemnitees, at Indemnitees' own expense, may participate at all times and in all proceedings (formal and informal) relating to the defense, compromise and settlement of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that claim, action or demand at the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf expense of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofIndemnitees.

Indemnification by the Selling Parties. From and after the ClosingNotwithstanding any examination made by, for, or on behalf of, Buyers, the knowledge of either Buyer’s officers, directors, stockholders, employees or agents, or the acceptance of any certificate or opinion in connection with this Agreement, and regardless of whether such liability has been disclosed to or discovered by Buyers in connection with their due diligence investigation on the Business or otherwise or is otherwise known by either Buyer or any of its officers, directors, employees or agents, each Selling PartiesParty agrees, jointly and severally, agree severally to indemnify, defend and save the each Buyer, its Affiliates (including, after Closing, the Park Companies) and their respective stockholders, officers, directors, members, managers, partners, employees, agents, agents and the successors, assigns and affiliates of the foregoing representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) forever harmless from and against any and all Liabilitiesliabilities, obligations, deficiencies, demands, diminution in value (provided that the Buyer Indemnified Party can prove the existence of such a Loss and the amount thereof), claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive penalties and damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts experts, and consultantsreasonable costs of investigation) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: related directly to: (ai) any misrepresentation inaccuracy in or breach any of the representations and or warranties of the Selling Parties contained in Article 3 of this Agreement, the other Transaction Documents Agreement or in the Transaction Documents, provided that for purposes of this Section 5.2, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any Schedule or Exhibit hereto or thereto; effect; (bii) the failure of any Selling Party to perform any of its, his or her its covenants or obligations contained in this Agreement or Agreement, the other Transaction Documents or in any Exhibit exhibit or Schedule schedule hereto or thereto; (c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring thereto that are required to be performed at or prior to the Closing Date; Closing; (d) the Excluded Liabilities or Excluded Assets; (eiii) any Liability or claim with respect to the ownership or use of the Excluded Assets; Indebtedness; (fiv) the assertion or recovery against the Buyer of any Liability Seller Transferred Employee Obligations; (v) any Employee Benefit Plan of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; Party; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (hvi) any warranty claims relating to merchandise sold by Indemnified Liabilities; (vii) any Selling Parties’ Taxes; (viii) any Seller prior to Closing not otherwise covered by insurance; Costs; (iix) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property Park Company to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only any applicable Legal Requirement prior to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); Closing; (mx) any delay or inability to bxxx or receive reimbursement for services rendered by any Park Company on behalf of beneficiaries under any Programs related to Medicaid (icollectively, the "Texas Medicaid Programs") Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include during the Shareholders with respect to their respective share of the income, gains period from and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before including the Closing Date through the date on which any Enrollment Applications submitted by the Park Companies for participation in such Texas Medicaid Programs are deemed completed by such Programs, and enrollment or participation in such Programs is effective; and (with such Taxes for any Straddle Period (as defined belowxi) allocated to such Seller in accordance with Section 9.8), (C) imposed Buyer's reliance on or resulting that certain email from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any Mxxx Xxxxxxxxx of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any Texas Department of Aging and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives Disabilities attached hereto as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofSchedule 5.2.

Indemnification by the Selling Parties. From Subject to the limitations set forth in this Article I, including Item 8 of Schedule 1.2(a)(ix), or as set forth in the Transaction Agreements, from and after the Closing, the Selling PartiesParties (collectively, the “Selling Party Indemnitors”) shall, jointly and severally, agree to indemnify, defend and save hold harmless each of the Buyer, its Buyers and Parent and each of the Buyers’ and Parent’s respective officers, directors, managers, shareholders, members, employees, agentsrepresentatives and agents (all such foregoing Persons, and collectively, the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified PartyIndemnitees”) forever harmless from and against any and all LiabilitiesLosses the Buyer Indemnitees may suffer, demands, claims, Proceedings, actions, sustain or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes become subject to (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Buyer Indemnifiable Losses”) sufferedarising out of, sustained in connection with or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (ai) any misrepresentation in breach or breach inaccuracy of the representations and warranties any representation or warranty made by any of the Selling Parties contained or Del Monte in the Transaction Agreements, this Agreement, the other Transaction Documents Agreement or in any Schedule a certificate delivered by a Selling Party or Exhibit Del Monte pursuant hereto or thereto; (bii) the failure any nonfulfillment or breach of any covenant, agreement or obligation to be performed by a Selling Party or Del Monte pursuant to perform any of its, his the Transaction Agreements or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or theretoAgreement; (ciii) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior to the Closing DateExcluded Liabilities; (div) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (fv) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunderPre-Closing Liabilities; (gvi) Liens the Bulk Sales Statutes or the Bulk Sales Ordinance which may be imposed on the Assets which attached Buyer as a result of a sale and purchase of the Acquired Assets pursuant to the Purchase Agreement; (vii) the ownership and operation of the Acquired Assets and the Business prior to the Closing that are not Permitted LiensEffective Time; (hviii) (A) any warranty claims relating to merchandise sold by any Seller prior to Taxes of Del Monte which are unpaid as of the Closing Date (and not otherwise covered by insurance; (iaccounted for in the calculation of the Closing Date Net Working Capital) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) taxable periods ending on or before the Closing Date (with such Taxes for and the portion of any Straddle Period ending on the Closing Date, (as defined belowB) allocated any Transfer Taxes for which the Members or the Company Sellers are liable pursuant to such Seller in accordance with Section 9.8)the Purchase Agreement, or (C) imposed any Taxes arising by reason of Del Monte being a member of any “affiliated group” (within the meaning of Section 1504(a) of the Code) on or resulting from prior to the Contemplated TransactionsClosing Date, including pursuant to Treasury Regulations § 1.1502-6(a) (or (D) imposed on Buyer as a transferee of any of the Sellers, predecessor or (ii) Transfer Taxes;successor thereof or any analogous or similar Law); and (nix) Floorplan Loan Liabilities; (othose matters set forth on Schedule 1.2(a)(ix) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereof.

Indemnification by the Selling Parties. From Each Selling Party severally (in accordance with its Percentage Share of Indemnification Obligations) and after the Closingnot jointly, the Selling Parties, jointly and severally, agree to shall indemnify, defend reimburse, compensate and save the Buyer, hold harmless Buyer and its officers, directors, employees, agentspartners, members, agents and the successors, assigns and affiliates of the foregoing Affiliates (each, each a “Buyer Indemnified Party”, and together the “Buyer Indemnified Parties”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, Losses incurred or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred suffered by any such Buyer Indemnified Party relating toParties directly or indirectly as a result of, resulting from, arising out of with respect to or otherwise by virtue ofin connection with: (a) the failure of any misrepresentation representation or warranty of the Company (which Losses shall be borne severally and not jointly by each Selling Party in accordance with their Percentage Share of Indemnification Obligations) or any Selling Party (which Losses shall be borne 100% by the Selling Party in breach of the representations representation or warranty) set forth herein to be true and warranties correct in all respects as of the Selling Parties contained in this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or theretoClosing; (b) any failure by the failure Company (which Losses shall be borne severally and not jointly by the Selling Parties in accordance with their Percentage Share of Indemnification Obligations) or any Selling Party (which Losses shall be borne 100% by such Selling Party) to perform fully perform, fulfill or comply with any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or theretocovenant set forth herein; (c) the assertion any claims by or recovery against the Buyer on behalf of any Liability current or former holder or alleged current or former holder of any Selling Party equity or ownership interest or equity security of the Company (including its predecessors), including Company Securities or Security Rights with respect thereto, relating to or arising out of (i) the Transactions, this Agreement or any Related Agreement, or (ii) such Person’s status or alleged status as an equity holder or ownership of any equity or ownership interest in connection with facts, circumstances or conditions existing on or occurring the Company (including its predecessors) at any time at or prior to the Closing Date;Closing, whether for breach of fiduciary duty or otherwise; 4862-8185-4004 v.19 (d) (i) any Pre-Closing Taxes, (ii) any and all liability (as a result of Treasury Regulations Section 1.1502-6 or otherwise) for Taxes of any Person (other than the Excluded Liabilities Company) that is or Excluded Assetshas ever been affiliated with the Company, or with whom the Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, for and with respect to periods prior to the Closing Date, (iii) any Tax liability resulting from the Company’s being liable for any Taxes of any Person as transferee or successor, by contract or otherwise for any period or transaction before the Closing, (iv) any Taxes of the Selling Parties, (v) any Taxes or other fees that are the responsibility of the Selling Parties pursuant to Section 5.1 and (vi) any losses related to breaches of the representation and warranty set forth in Section 2.28(p); (e) any Liability or claim with respect purchase price adjustments payable to the ownership or use of the Excluded Assets;Buyer pursuant to Section 1.5; and (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating claims related to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation Phantom Share Plan (or alleged or asserted violation) of any Law relating to zoning or land usethe termination thereof), the Phantom Share Agreements under the Phantom Share Plan, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofPhantom Share Release Agreements.

Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (a) any misrepresentation in or breach of the representations and warranties of the Selling Parties contained in this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or thereto; (b) the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior to the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any the Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any the Seller with respect to such the Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ Seller’s current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any the Seller (which for purposes of this Section 9.1(n9.1(m) shall include the Shareholders with respect to their respective share of the income, gains and losses of any the Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such the Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the SellersSeller, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereof.

Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to Parties shall indemnify, defend and save the BuyerParent, its Buyer and their respective Affiliates, and each of their respective officers, directors, managers, partners, employees, equityholders, attorneys, agents, lenders, representatives, successors and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever ), harmless from and against against, and promptly pay to each Buyer Indemnified Party or reimburse each Buyer Indemnified Party as and when incurred for, any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, Losses sustained or incurred by any such Buyer Indemnified Party relating to, resulting from, or otherwise arising out of or otherwise by virtue ofany of the following: (a) any misrepresentation inaccuracy in or breach of the representations and warranties a representation or warranty of the any Selling Parties Party contained in this Agreement, the other Transaction Documents herein or in any Schedule or Exhibit hereto or theretoTransaction Document; (b) the failure any nonfulfillment or breach of any covenant or agreement on the part of the Seller or such Selling Party to perform any of its, his or her covenants or obligations contained in under this Agreement or the other any Transaction Documents or in any Exhibit or Schedule hereto or theretoDocument; (c) any failure of the assertion Seller or recovery against the Buyer of any Liability of any such Selling Party arising out of to discharge, when due, any duties, covenants, obligations or in connection liabilities with facts, circumstances respect to the Purchased Assets or conditions existing on or occurring at or Assumed Liabilities for all periods prior to the Closing DateEffective Time; (d) any claim relating to or arising out of any express or implied product warranty or guarantee with respect to any product manufactured or sold by the Seller prior to the Effective Time and any liability or obligation relating thereto; (e) any of the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion ownership, operation or recovery against conduct of the Buyer of any Liability of any Selling Party under any “bulk sales” Business or similar Law relating the Purchased Assets on or prior to the transfer of the Assets hereunderEffective Time; (g) Liens on any failure of the Assets which attached prior Seller to the Closing that are not Permitted Liensobtain any Required Approval; (h) any warranty claims relating to merchandise sold by claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an agreement or alleged agreement between claimant and any Seller prior to Closing not otherwise covered by insuranceSelling Party; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to Taxes (i) comply with sales tax laws and imposed upon, or incurred by, the Seller at any time, (ii) collect sales tax imposed upon, related to or incurred in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause Business and/or the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Purchased Assets for during any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated TransactionsDate, or (Diii) relating to transfer, sales and use and any other Taxes imposed on Buyer as a transferee of the transactions contemplated by this Agreement; and (j) any Losses incurred following the Effective Time which are attributable to the operation of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure Business prior to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofEffective Time.

Indemnification by the Selling Parties. From (a) Subject to Sections 12.1, 12.2(b), and after the Closing12.2(c), each of the Selling Parties, jointly and severally, agree to Parties shall indemnify, defend defend, hold harmless and save the Buyerpay each Purchasing Party, its Affiliates and their stockholders, officers, directors, employees, agents, representatives, successors and assigns (the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified PartyPurchasing Parties’ Group”) forever harmless from and against any and all Liabilitiesdamages, demands, claims, Proceedingslosses, actions, or proceedings, causes of action, assessmentsliabilities, lossesclaims, costs, expenses, interest, finesencumbrances, penalties, actual assessments, judgments, Tax, costs and expenses, including removal, remediation or punitive damages cleanup costs and Taxes costs of any Post-Closing Remediation, sales credits, court costs, responsible fees of attorneys and consultants and costs of litigation (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained incurred or incurred suffered by any Buyer Indemnified Party relating to, resulting from, of them arising out of or otherwise by virtue ofrelating to any of the following: (ai) any misrepresentation in or breach of the representations and warranties of any representation or warranty made by the Selling Parties contained in this Agreement, Agreement or the other Transaction Documents or in any Schedule or Exhibit hereto or theretoAncillary Agreements; (bii) the any breach of or failure of any by a Selling Party to perform any of its, his covenant or her covenants or obligations contained obligation set forth in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto;Ancillary Agreements: (ciii) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior to the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use operation of the Excluded Assets; (fiv) the assertion Sellers’ failure to comply with any applicable Law relating to bulk transfers or recovery against bulk sales; (v) the Buyer employment of any Liability Business Employee by a Seller or its Affiliates or the cessation of that employment (including unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, and any employment-related tort claims); (vi) any AAI Benefit Plan or other benefit liabilities of AAI or its Affiliates (other than Assumed Obligations); (vii) any law or regulation requiring a Seller or its Affiliates to provide severance benefits or notices of termination of employment, including the Worker Adjustment and Retraining Notification Act or any legal requirement or obligation that may result from an “employment loss”, as that term is defined by 29 U.S.C. §2101(a)(6), caused by any action or inaction of any Selling Party under any “bulk sales” before the Closing or similar Law relating to by the transfer decision of the Assets hereunderPurchaser not to hire prior employees of the Selling Parties; (gviii) Liens on any COBRA claims pertaining to individuals (and their spouses and children) who are or were employed by a Seller or any Affiliate of a Seller other than Transferred Employees (and their spouses and children) who are hired by the Assets which attached prior to the Closing that are not Permitted LiensPurchaser; (hix) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurancethe ownership of the Purchased Assets or operation of the businesses of the Sellers before the Effective Time; (ix) the Excluded Obligations; and (xi) any claim for brokers’ fees Environmental Liability or expenses, including those described in Section 3.5; other Loss relating to environmental matters arising from or attributable to (j1) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws condition, event, circumstance, activity, practice, incident, action or omission existing or occurring before the Effective Time and (ii) collect sales tax in connection with any of its auctions prior related to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land usePurchased Assets, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any businesses of the Sellers, or (ii2) Transfer Taxes;the use, storage, disposal, treatment, transportation or release of Hazardous Substances before the Effective Time and related to the Purchased Assets or the businesses of the Sellers. (nb) Floorplan Loan Liabilities; The Selling Parties shall not be liable with respect to any matter referred to in Section 12.2(a) unless the Losses thereunder exceed an aggregate deductible of $100,000 (othe “Selling Parties’ Basket”), in which event the Selling Parties shall be liable for all claims under Sections 12.2(a) Compliance Liabilities; to the extent such Losses exceed the Selling Parties’ Basket; provided, however, that the Selling Parties’ combined aggregate liability for Losses with respect to any matter referred to in Sections 12.2(a) that exceed the Selling Parties’ Basket shall in no event exceed an amount equal to $5,800,000 (p) Employee Liabilities; and/or (q) the “Selling Parties’ Maximum Indemnity Amount”). Notwithstanding the foregoing, the Selling Parties’ Basket and the Selling Parties’ Maximum Indemnity Amount shall not apply to any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of Losses relating to the Excluded Obligations or any breach of the foregoingSelling Parties’ representations, warranties or covenants relating to Taxes. The rights of For clarification, the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter Selling Parties’ Maximum Indemnity Amount includes, and is not in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited addition to, any knowledge obtained by amounts in the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following escrow fund established under the date of this Escrow Agreement, shall modify or limit the scope of the representations and warranties of . (c) The amount for which the Selling Parties in this Agreement shall be liable with respect to any Loss pursuant to Sections 12.2(a) and 12.2(b) shall be reduced to the extent that the Purchasing Parties or limit Liability any other member of the Purchasing Parties’ Group shall have realized any net proceeds recovered from Third Parties with respect to the Loss. If a Purchasing Party or any other Person entitled to indemnity under Section 12.2(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, any proceeds, then the Purchasing Party shall promptly pay to the Sellers the net amount of those proceeds or, if less, the amount of the indemnity payment. The Purchasing Parties shall take all commercially reasonable actions to file claims under applicable policies to recover insurance proceeds that may be due to the Purchasing Parties or any other Person in order to mitigate the Selling Parties’ obligations under this Agreement; provided, however, that the aforesaid obligation to mitigate shall not extend beyond six months from the date that the relevant claim becomes known to the Purchaser; provided further, however, that the Purchasing Parties shall not be required to first seek recovery under any applicable insurance policy before making any claim for (including any indemnification obligation pursuant to this Article IX XII. The Selling Parties shall cooperate with the Purchasing Parties to pursue any claims that the Purchasing Parties may have with respect to) to the matters described in this Agreement and reasonably believe are covered under any breach thereofinsurance policy under which a Selling Party is a named insured.

Indemnification by the Selling Parties. From The Inlogic Shareholders severally agree subsequent to the Closing to indemnify and after the Closinghold Dalexx, the Selling PartiesXxnadian Buyer and its Subsidiaries, jointly affiliates, successors and severally, agree to indemnify, defend assigns and save the Buyer, its persons serving as officers, directors, employeespartners, agentsmanagers, shareholders, members, employees and agents thereof (other than the successorsInlogic Shareholders, assigns except to the extent of Liabilities incurred in their capacities as an officer, director or employee of Canadian Buyer after the Closing) (individually a "BUYER INDEMNIFIED PARTY" and affiliates of collectively the foregoing (each, a “Buyer Indemnified Party”"BUYER INDEMNIFIED PARTIES") forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, Damages which may be sustained or incurred suffered by any Buyer Indemnified Party relating of them attributable to, resulting from, arising out of or otherwise by virtue ofbased upon any of the following matters: (a) Any failure by that Inlogic Shareholder to convey to the Canadian Buyer title to the Purchased Securities free and clear of any misrepresentation Encumbrances (collectively, "OWNERSHIP CLAIMS"); (b) Any liability of Inlogic for Taxes arising from its respective activities, assets and all events and transactions on or prior to the Closing Date, including with respect to risks and other matters disclosed in or Section 4.25, (to the extent there is no reserve contained in the Financial Statements) and any breach of the representations and warranties of the Selling Parties contained set forth in this Agreement, the other Transaction Documents Section 4.25 hereof and any covenant with respect to Taxes or tax related matters set forth herein or in any Schedule or Exhibit hereto or thereto; related agreement (b) the failure of any Selling Party to perform any of itscollectively, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto;"TAX CLAIMS"); and (c) the assertion Other than Ownership Claims or recovery against the Buyer Tax Claims, any other breach of any Liability representation, warranty or covenant of Inlogic or the Inlogic Shareholders under this Agreement or in any Selling Party certificate, Schedule or Exhibit delivered pursuant hereto by Inlogic Shareholders (collectively "GENERAL CLAIMS") provided that with respect to breaches of Individual Representations, only the Inlogic Shareholder who has breached such Individual Representation shall be liable under this Section 9.1(c). (d) Any claim from a holder of Inlogic Options to the effect that any unvested Inlogic Option as of the date hereof, has vested as a result of the transaction contemplated herein or of the Amalgamation to be completed immediately following the Closing. (e) Any liability of Inlogic to the extent they are Atevent Liabilities and any claim arising out of or relating to the Atevent Business, the Atevent Liabilities, the Atevent Assets the Atevent Corporation or the Atevent Employees including without limitation any tax liability incurred by Inlogic as a result of or in connection with factswith, circumstances or conditions existing on or occurring at or prior to the Closing Date; (d) the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets;Atevent Transaction. (f) the assertion or recovery against the Buyer Any liabilities of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax Inlogic arising in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofInlogic Dividend.

Indemnification by the Selling Parties. From and after the ClosingEffective Time, subject to the provisions of this Article 9, the Selling Parties, jointly and severally, agree to indemnifywill indemnify and hold Buyer and each of its Affiliates, defend and save the Buyer, its officers, each of their respective directors, employeespartners, agentsshareholders, officers and employees (collectively, the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified PartyGroup”) forever ), harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, Liabilities imposed upon or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained suffered or incurred by any Buyer Indemnified Party relating to, resulting from, arising of them which are based upon or arise out of or otherwise by virtue ofin connection with: (a) any Any misrepresentation in or breach inaccuracy of the representations and warranties of the a representation or warranty made by a Selling Parties contained Party in this Agreement, excluding Liabilities (other than Liabilities arising in connection with the Selling Parties’ fraud or intentional misrepresentation) arising under Section 3.8.1 that result from a Lien or other Transaction Documents risk covered by a standard form ALTA 2006 Owner’s Policy of Title Insurance with the endorsements listed on Exhibit 9.2, (i) regardless of whether a Title Policy is obtained by Buyer or whether the Title Policy obtained by Buyer includes those endorsements and regardless of the dollar limits of Title Policy coverage selected by Buyer and (ii) disregarding the application of the standard “Exclusions From Coverage” that relate to defects, liens, encumbrances, adverse claims, or other matters (1) created suffered, assumed or agreed to by Buyer or (2) not Known (as defined in any Schedule or Exhibit hereto or thereto;the standard “Exclusions From Coverage”) to the title company issuing the Title Policy but Known (as defined in the standard “Exclusions From Coverage”) to Buyer and not disclosed in writing by Buyer to the title company prior to the date of the issuance of the Title Policy. (b) the failure Any breach or non-fulfillment of any covenant or agreement on the part of either Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto;Agreement, (c) Indemnifiable Environmental Liabilities, excluding (i) Indemnifiable Environmental Liabilities resulting from Buyer’s violation of Environmental Law or willful or reckless disregard of Prudent Industry Practices with respect to an Environmental Condition existing prior to the assertion Effective Time; or recovery against (ii) Indemnifiable Environmental Liabilities with respect to the Buyer Environmental Condition described in Exhibit 1.1(F) directly or indirectly discovered or revealed as a result of any Liability a breach of any Selling Party arising out Section 5.14.2.1; or (iii) Indemnifiable Environmental Liabilities with respect to the Environmental Condition described in Exhibit 1.1(F), to the extent that those Indemnifiable Environmental Liabilities result from the failure of Buyer, its successors or in connection with factsassigns, circumstances or conditions existing on or occurring at or to observe the requirements of the Environmental Protocol to be agreed to by the Parties prior to the Closing Date;, or (d) the Excluded Historical Environmental Liabilities, excluding (i) Historical Environmental Liabilities resulting from Buyer’s violation of Environmental Law or Excluded Assets; (e) any Liability or claim willful disregard of Prudent Industry Practices with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached an Environmental Condition existing prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, Effective Time; or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer Historical Environmental Liabilities directly or any of its Affiliates. No disclosure to the Buyer indirectly discovered or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives revealed as a result of such investigation, whether such disclosure or investigation is prior to or following the date a breach of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereofSection 5.14.2.1(i).

Indemnification by the Selling Parties. From and after the Closing, the The Selling Parties, jointly and severally, agree to Parties shall indemnify, defend and save the Buyerhold harmless Buyer and its directors, its officers, directors, employees, agents, and the attorneys, consultants, representatives, Affiliates, successors, transferees and assigns and affiliates of the foregoing (each, a “Buyer Indemnified PartyIndemnitee”) forever harmless promptly upon demand, at any time and from time to time, from, against and against in respect of any and all Liabilities, demands, claims, Proceedingslosses, damages, judgments, liabilities, assessments, suits, actions, or causes of action, assessments, losses, costs, expensesproceedings, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees penalties and expenses of attorneys(including, accountants without limitation, settlement costs and any legal, accounting and other experts expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and consultantsdefense) (individually and collectively, the “Losses”) suffered, sustained incurred or incurred by any Buyer Indemnified Party relating to, resulting fromsuffered in connection with, arising out of or otherwise by virtue ofas a result of the following: (a) any misrepresentation in breach (whether material or breach not), inaccuracy, untruth or incompleteness of the representations and warranties of a covenant, obligation, agreement, representation or warranty made by the Selling Parties contained in any Transaction Document or any other agreement or document contemplated by this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or thereto; (b) any Excluded Liability, including but not limited to liabilities and obligations arising from ownership of the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement Purchased Assets or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) operation of the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing Business on or occurring at or prior to the Closing Date; (c) Any liability for, or claim from, Seller’s past or current (as of the Closing Date) employees; (d) Any claim or litigation implicating the Excluded Liabilities or Excluded Assets;Selling Parties as of the Closing Date; or (e) any Liability Any and all Taxes arising out of or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer Purchased Assets or the operation of the Assets hereunder; (g) Liens on Business during the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expenses, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions period prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply on or before the Closing Date); (m) any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the income, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, but not limited to, any knowledge obtained by the Buyer or any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope of the representations and warranties of the Selling Parties in this Agreement or limit Liability of the Selling Parties for (including any indemnification obligation pursuant to this Article IX with respect to) any breach thereof.

Indemnification by the Selling Parties. From and after the Closing, the The Selling Parties, jointly and severally, agree to indemnify, defend shall indemnify and save hold the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes damage (including reasonable fees without limitation incidental and expenses consequential damages), deficiency, cost, expense or diminution of attorneysvalue, accountants and other experts and consultantswhether or not involving a third-party claim (a "Loss") resulting from (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (ai) any misrepresentation in or misrepresentation, any breach of the representations and warranties any representation or warranty of Selling Parties contained herein or in any schedule or document delivered or to be delivered pursuant to this Agreement or any failure to perform any covenant or obligation of the Selling Parties contained herein or in any document delivered or to be delivered pursuant to this Agreement; (ii) any liability or alleged liability of Selling Parties that is not expressly assumed by Buyer pursuant to the terms of this Agreement, the other Transaction Documents or in including but not limited to, any Schedule or Exhibit hereto or thereto; (b) the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto; (c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior Loss related to the Closing Date; (d) environmental conditions at the Excluded Liabilities or Excluded Assets; (e) any Liability or claim with respect to the ownership or use of the Excluded Assets; (f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder; (g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens; (h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance; (i) any claim for brokers’ fees or expensesHazelton Store Premises located at 22nd and Noxxx Xxxxxx Xxxxxx, including those described in Section 3.5; (j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date; (k) any violation (or alleged or asserted violation) of any Law relating to zoning or land useXxxxxxxx, or Permits (including, without limitationXxxxxxxxxxxx 00000, any existing approved site plan Loss related to any outstanding litigation between OSSI and its present or plan of operation for the Owned Real Property) (“Zoning Regulations”)future employees and any Loss related to any benefits, by severance or salary due to any Selling Party relating to the use of the Owned Real Property as an auction yard including specifically, and without limitation, any and all costs and expenses of any action necessary to cause the Real Property to comply in all respects with all such Zoning Regulations; (l) the costs for any improvements, alterations or repairs to common areas and areas of the Owned Real Property required to cause the Owned Real Property to comply with the provisions of the ADA and the regulations and guidelines promulgated thereunder (but only to the extent the Sellers’ current use would have failed to comply and was required to so comply OSSI employees on or before the Closing Date); ; (miii) the failure to comply with any (i) Taxes (A) imposed on any Seller (which for purposes of this Section 9.1(n) shall include the Shareholders with respect to their respective share of the incomeapplicable bulk sales law, gains and losses of any Seller) for any period, (B) imposed with respect to the Business or the Assets for any period (or portion of any period) ending on or before the Closing Date (with such Taxes for any Straddle Period (as defined below) allocated to such Seller in accordance with Section 9.8), (C) imposed on or resulting from the Contemplated Transactions, or (D) imposed on Buyer as a transferee of any of the Sellers, or (ii) Transfer Taxes; (n) Floorplan Loan Liabilities; (o) Compliance Liabilities; (p) Employee Liabilities; and/or (q) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. The rights of the Buyer Indemnified Parties to indemnification under this Section 9.1 shall apply notwithstanding that the matter in question may be otherwise known by the Buyer or any of its Affiliates. No disclosure to the Buyer or its representatives, or investigation made by or on behalf of the Buyer, including, including but not limited to, amounts of any knowledge obtained by the Buyer kind or character, determined due to local, state or federal taxing authorities; (iv) any of its agents or representatives as a result of such investigation, whether such disclosure or investigation is prior to or following the date of this Agreement, shall modify or limit the scope shortfall in payment of the representations notes receivable listed on Schedule 1.1(l); (v) any Loss relating to the parking lot and warranties of driveway for the Selling Parties Midway store in this Agreement Wyoming, PA; or limit Liability of (vi) any claims, actions, judgments, costs and expenses incident to the Selling Parties for foregoing (including any indemnification obligation pursuant without limitation costs of investigation and reasonable attorneys' fees). Notwithstanding the foregoing, this Paragraph 11.1 shall not apply to this Article IX with respect to) any breach thereofof any representation or warranty set forth in Section 6.14.