Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify and hold harmless Centuri from and against, and will reimburse Centuri for, (i) all liability for Taxes allocated to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, (iv) the amount of any Refund or Tax Benefit received by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. Notwithstanding anything to Option Holder (the contrary in this Agreement: (a“Indemnifying Party”) Parent shall indemnify indemnify, defend and hold harmless Centuri each of the Payees and their respective parents, subsidiaries, Affiliates, directors, officers, shareholders, representatives, successors and assigns (each an “Indemnified Party”), from and against, without duplication, any and will reimburse Centuri forall actual losses, costs, obligations, liabilities, damages, settlement payments, awards, judgments, fines, penalties, damages, deficiencies or other charges (including without limitation reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses), whether or not arising out of any claims by or on behalf of a third party, to the extent arising from: (i) all liability for Taxes allocated to Parent pursuant to Article 2the willful misconduct or gross negligence of the Indemnifying Party, SPS (from and after the Closing Date) or any of their respective agents in the performance of the duties and obligations of SPS (from and after the Closing Date) or the Option Holder hereunder; or (ii) all Taxes the breach by the Indemnifying Party or SPS (from and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation after the Closing Date) of any member of the Parent Group pursuant representations, warranties or covenants of SPS or the Option Holder set forth herein; provided, however, that, in the event that the loss giving rise to this Agreementsuch indemnification results from a Mortgage Loan Servicing Error occurring both before and after the Option Closing Date, then (iiii) such indemnity shall not apply to the portion of any such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Option Closing Date and continues for no more than 180 days after the Option Closing Date; and (ii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, (iv) loss indemnified shall be reduced by 50% of the amount portion of any Refund or Tax Benefit received by any member of such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 Option Closing Date and (v) any amount received by any member of continues for more than 180 days after the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding Option Closing Date. Notwithstanding anything else to the contrary contained herein, Centuri the Option Holder agrees that a Mortgage Loan Servicing Error that occurs solely after the Option Closing Date shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, not adversely affect or relating or attributable to otherwise diminish the foregoing indemnity in any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessrespect. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. As between the Interested Parties, --------------------------- the Escrow Shares shall serve as the sole source of payment for the indemnity obligations of the Holders under Article X of the Merger Agreement including without limitation any indemnity obligation of Management (as defined in the Merger Agreement). Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement "Damages") and any award of attorneys' fees and charges owing to Parent ------- pursuant to Section 2.3(c)(iv) or 12.2 of this Agreement (a "Prevailing Party ---------------- Award") shall be made by the release of Escrow Shares to Parent (each such ----- payment, an "Escrow Adjustment"), by the Escrow Agent. By the execution of this ----------------- Escrow Agreement, each of the Holders agrees to be bound by the indemnification provisions set forth in Article X of the Merger Agreement and confirms that the issuance of the Escrow Amount of the Total Topaz Merger Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary in this Agreement: (a) herein, Parent shall indemnify not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees). Joint written instructions from the Parent and hold harmless Centuri from and against, and will reimburse Centuri for, (i) all liability for Taxes allocated Indemnification Representative shall be given to Parent the Escrow Agent to make any Escrow Adjustment pursuant to Article 2Sections 2.3(a),(b),(c)(iv), (ii) all Taxes 3.3 or 12.2 herein and Tax-Related Losses arising out of, based upon, or relating or attributable said instructions shall contain a determination and certify to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) Escrow Agent the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4Escrow Adjustment, (iv) the amount of any Refund or Tax Benefit received by any member and identify that portion of the Parent Group Escrow Adjustment which constitutes Damages and that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member portion of the Escrow Adjustment which constitutes a Prevailing Party Award, to the extent applicable. Any Escrow Adjustments and corresponding release to Parent Group from any member of Escrow Shares shall be made in proportion to each of the Centuri Group that is described Holders' interest in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling the Escrow Shares as of the date or Unqualified Tax Opinion may have been provideddates specified and the manner provided for in this Escrow Agreement, if applicable, or whether any action is permitted or consented to hereunder which percentage interests shall be certified in writing by the Indemnification Representative and notwithstanding anything else Parent to the contrary contained hereinEscrow Agent and as set forth in Exhibit A hereto. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and any Prevailing Party Award, Centuri shall indemnify and hold harmless Parent from and againstwith the per share value of such shares being equal to, and will reimburse Parent forfor all purposes under this Escrow Agreement, the 5-day trailing average closing price of the Topaz Common Stock (ithe "Topaz Average Current Price") all liability (adjusted --------------------------- for Taxes allocated any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) for the period ending on the trading day immediately prior to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to the date of such joint written instructions notwithstanding any breach changes in market value of or inaccuracy in, or failure to performTotal Topaz Merger Shares after the Closing Date, as applicable, certified to the Escrow Agent by Parent. In any representation, covenant, circumstance in which the Escrow Agent is required to make a distribution of the Escrow Shares in order to perform under or obligation of any Centuri Group member pursuant to administer this Agreement, (iii) Parent shall determine and certify to the amount Escrow Agent the per share value of any Centuri Separate Tax Asset that is subsequently disallowedsuch Escrow Shares, and Parent shall promptly provide such written certification to the Escrow Agent, with a copy to the Indemnification Representative. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (iv) the amount and which requires a determination of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(bper share value), (v) without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any Taxes and Tax-Related Losses attributable to fractional Escrow Shares, any fraction of a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group released Escrow Share that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) would otherwise be released shall be determined, in Parent’s sole and absolute discretion, without regard rounded down to any Tax Attributes of the Parent Group or the Parent Businessnearest whole Escrow Share. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Seller agrees to the contrary in this Agreement: hold Administrative Agent, Buyers and each of their respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party’s gross negligence or willful misconduct. Seller agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined pursuant to right or remedy provided for herein, any Transaction Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s agreements in this Section 2.4, (iv) 30 shall survive the amount of any Refund or Tax Benefit received by any member payment in full of the Parent Group Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that is allocated its obligations hereunder are recourse obligations of Seller and are not limited to Centuri pursuant recoveries each Indemnified Party may have with respect to Section 2.4 the Purchased Assets. Seller also agrees not to assert any claim against Administrative Agent, each Buyer or 2.5 any of its Affiliates, or any of their respective officers, directors, employees, attorneys and (v) agents, on any amount received by any member theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the Parent Group from any member proceeds of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling Transactions, this Agreement or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(dtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessOF THE INDEMNIFIED PARTIES. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. Notwithstanding anything to (a) The Joinder Parties, severally and not jointly, shall indemnify, save and keep PTI and PTI Merger Sub and its successors and assigns (each a “PTI Indemnitee” and collectively, the contrary in this Agreement“PTI Indemnitees”) harmless against and from all Damages sustained or incurred by any PTI Indemnitee, as a result of or arising out of or by virtue of: (a) Parent shall indemnify and hold harmless Centuri from and against, and will reimburse Centuri for, (i) all liability for Taxes allocated any inaccuracy in or breach of any representation and warranty made by the Company to Parent pursuant to Article 2, PTI and PTI Merger Sub in this Agreement (as modified by the Company Disclosure Schedule); (ii) all Taxes and Tax-Related Losses arising out the breach by the Company of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure of the Company to perform, as applicablecomply with, any representation, covenant, covenant or obligation of any member of under this Agreement to be performed by the Parent Group pursuant to Company (including the Company’s obligations under this Agreement, Article X); (iii) all Taxes (or the amount non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Centuri Separate Tax Asset determined taxable period that includes (but does not end on) the Closing Date except to the extent that the Company has made adequate reserves for such Taxes on the Company’s Financial Statements; (iv) any claim or demand by any Shareholder seeking dissenters’ rights pursuant to Section 2.4, (iv) 3.8 hereof resulting in the payment by the Surviving Corporation or PTI of any amount of any Refund cash or Tax Benefit received by any member securities in excess of the Parent Group that Merger Consideration to which such Shareholder is allocated to Centuri pursuant to Section 2.4 or 2.5 and entitled (“Dissenters’ Damages”); (v) any Taxes imposed on or assessed against PTI, the Surviving Corporation or any affiliate thereof as a result of the cancellation of Company Indebtedness into Company Preferred Stock prior to the Effective Time; provided, however, that for the avoidance of doubt, the Joinder Parties shall not be obligated to indemnify any PTI Indemnitee for any reduction in net operating losses or other tax attributes of the Company arising in connection with the cancellation of rights in exchange for equity, including pursuant to the Note and Warrant Cancellation Agreement, dated as of December 6, 2006, or in connection with any other transaction contemplated by this Agreement; and (vi) the BD Litigation, to the extent such Damages are in excess of the BD Reserve. In addition, to the extent that the full amount of the Diatos Milestone is not received by any member the Surviving Corporation on or prior to March 31, 2007, the Joinder Parties, severally and not jointly, shall indemnify and pay to the PTI Indemnitees an amount equal to the unpaid portion of the Parent Group from any member Diatos Milestone not received by the Surviving Corporation on or before March 31, 2007 (the “Diatos Obligation”), unless (a) prior to March 31, 2007, the Surviving Corporation and Diatos agree to terminate the Diatos Agreement or to modify the Diatos Agreement, in a form reasonably satisfactory to PTI, to provide for the assignment or transfer to the Surviving Corporation, PTI or an affiliate thereof of all marketing and distribution rights to OncoGel® provided for in the Diatos Agreement (the “Diatos Transfer”), (b) PTI or the Surviving Corporation agree to extend the time for payment of the Centuri Group Diatos Milestone, or (c) if any action or inaction of PTI or the Surviving Corporation has resulted in the nonpayment of the Diatos Milestone to the Surviving Corporation within such time frame. In the event that is described in PTI has satisfied the Joinder Parties’ obligation to indemnify with respect to the Diatos Obligation by application of Holdback Shares pursuant to Section 3.8(d10.4, and subsequent thereto, either (i) Diatos remits payment to the Surviving Corporation such that the full amount of the Diatos Milestone has been received by the Surviving Corporation (the “Diatos Full Payment”), or (ii) the Diatos Transfer has occurred, then PTI shall promptly credit the Holdback Shares with the number of PTI Ordinary Shares that equals the amount of the Diatos Obligation for which the Joinder Parties have previously indemnified the PTI Indemnitees. For purposes of any such credit to the Holdback Shares, the PTI Ordinary Shares that make up the credit will be valued at the closing mid-market price of a PTI Ordinary Share on the Official Daily List of the London Stock Exchange on the day before the Diatos Full Payment or the Diatos Transfer, as applicable. (b) Without regard to whether PTI shall indemnify, save and keep the Joinder Parties and their successors and assigns (each, a Post-Distribution Ruling “Joinder Party Indemnitee” and collectively, the “Joinder Party Indemnitees” harmless against and from all Damages sustained or Unqualified Tax Opinion may have been providedincurred by any Joinder Party Indemnitee, if applicable, as a result of or whether any action is permitted arising out of or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, by virtue of: (i) all liability for Taxes allocated to Centuri pursuant to Article 2, any inaccuracy in or breach of any representation or warranty made by PTI or PTI Merger Sub in this Agreement; and (ii) all Taxes and Tax-Related Losses arising out the breach by PTI or PTI Merger Sub of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure of PTI or PTI Merger Sub to perform, as applicablecomply with, any representation, covenant, covenant or obligation of any Centuri Group member pursuant under this Agreement to be performed by PTI or PTI Merger Sub (including PTI’s obligations under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(bArticle X), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. Notwithstanding anything Each Party (the “Indemnifying Party”) will defend, indemnify and hold the other Party (the “Indemnified Party”) and its Affiliates and its and their directors, officers, employees, agents and consultants and legal, financial, accounting and other advisors (“Related Persons”) harmless from and against any and all liabilities and damages (including reasonable attorneys’ fees) (“Losses”) resulting from any Third Party claims, demands, suits or proceedings (“Claims” or, if singular, “Claim”) to the contrary in this Agreement: extent arising out of or based upon: (a) Parent shall indemnify and hold harmless Centuri from and against, and will reimburse Centuri forin the case that Cronos is the Indemnifying Party, (i) all the manufacture, use, handling, storage, sale or other disposition of the Collaboration Strains, Target Cannabinoids, or Cronos Products in the Territory by Cronos or its Affiliates or (sub)licensees, including product liability for Taxes allocated to Parent pursuant to Article 2claims, (ii) all Taxes and Tax-Related Losses arising out of, based uponany claim of infringement related to Cronos Background IP, or relating the formulation or attributable to blending or use of any Target Cannabinoids or Cronos Product by Cronos (iii) any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation by Cronos of any member of the Parent Group its representations, warranties or obligations pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, or (iv) the amount fraud, gross negligence or willful misconduct of Cronos or any Refund of its Related Persons, or Tax Benefit received by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action in the case that Ginkgo is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent forIndemnifying Party, (i) all liability for Taxes allocated to Centuri pursuant to Article 2the Manufacture, use, handling or storage the Collaboration Strains by Ginkgo or any of its Related Persons, (ii) all Taxes and Tax-Related Losses arising out ofany claim of infringement related to Ginkgo Background IP, based upon, or relating or attributable to (iii) any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation by Ginkgo of any Centuri Group member of its representations, warranties or obligations pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, or (iv) the amount fraud gross negligence or willful misconduct of Ginkgo or any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-of its Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions Persons. The indemnification obligations set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard 11.1 do not apply to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent that the Losses arise in whole or in part from the negligence, recklessness or willful misconduct of the Indemnified Party or any Tax of its Related Persons, or Tax-from the material breach of any representation, warranty or covenant made or given under this Agreement by the Indemnified Party or any of its Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretionPersons.

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify From and after the Closing and subject to the remainder of this Article XI, each Consenting Stockholder shall, severally and not jointly (and in the case of subsection (i) below, in accordance with each such Consenting Stockholder’s Pro Rata Share) indemnify, defend and hold harmless Centuri Purchaser, the Acquired Companies and their respective Affiliates, Agents, successors and assigns (each, a “Purchaser Indemnitee”), from and against, and will shall reimburse Centuri each Purchaser Indemnitee for, any and all Losses which any Purchaser Indemnitee sustains, incurs, is required to pay or becomes subject to, without duplication, resulting from, arising out of or relating to: (i) all liability for Taxes allocated any breach or nonfulfillment by the Stockholders’ Representative of any covenant or agreement contained in this Agreement to Parent pursuant to Article 2, the extent such covenant or agreement; and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation nonfulfillment by such Consenting Stockholder of any member of the Parent Group pursuant to covenant or agreement contained in this Agreement, (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, (iv) the amount of any Refund or Tax Benefit received by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedFrom and after the Closing, if applicableRemainCo shall indemnify, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify defend and hold harmless Parent each Purchaser Indemnitee from and against, and will shall reimburse Parent each Purchaser Indemnitee for, any and all Losses which any Purchaser Indemnitee sustains, incurs, is required to pay or becomes subject to, without duplication, resulting from, arising out of or relating to: (i) all liability any Excluded Liability or any claim made by any Person relating to any of the Excluded Assets, Excluded Companies, or Excluded Liabilities, including any claim made by any Person arising in, arising from or relating in any way to the Pre-Closing Reorganization (and for Taxes allocated to Centuri pursuant to Article 2, clarity no release made by any Acquired Company in the Pre-Closing Reorganization Agreements shall limit the indemnity in this Section 11.2(b)(i)); (ii) all Taxes and Tax-Related Losses arising out ofthe Outstanding Bankruptcy Claim, based upon, or relating or attributable to the extent any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, such Loss exceeds the Estimated Bankruptcy Assessment Amount; (iii) the amount any claim made by or on behalf of any Centuri Separate Tax Asset that is subsequently disallowed, Stockholder or any of their respective Affiliates relating to such Person’s rights with respect to the determination of such Stockholder’s Pro Rata Share of the Closing Adjusted Merger Consideration hereunder (including pursuant to Sections 2.7 and 3.1(c) or pursuant to the Deferred Cash Consideration Note); (iv) the amount subject matter of any Refund or Tax Benefit received by any Centuri Group member that is allocated the litigation described on Schedule 11.2 solely to Parent pursuant to Section 2.4, 2.5 or 3.7(b), the extent set forth therein; and (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether breach or nonfulfillment by the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount Company of any liability for Taxes that are indemnifiable pursuant covenant or agreement contained in this Agreement to the extent such covenant or agreement is to be performed prior to or at the Closing or any breach or nonfulfillment by RemainCo of any covenant or agreement contained in this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessAgreement. (c) To From and after the Closing and subject to the remainder of this Article XI, Purchaser shall indemnify, defend and hold harmless the Stockholders and their respective Affiliates, Agents, successor and assigns (each, a “Stockholder Indemnitee”), from and against, and shall compensate and reimburse each Stockholder Indemnitee for, any and all Losses which any Stockholder Indemnitee sustains, incurs, is required to pay or becomes subject to, without duplication, resulting from, arising out of or relating to: (i) any breach or nonfulfillment by Purchaser of any covenant or agreement contained in this Agreement. (d) Any amount payable in respect of any Losses pursuant to this Article XI shall be decreased (i) to the extent that any Tax such Losses were actually taken into account as a liability, reserve, accrual or Tax-Related Loss is subject to indemnity other similar item in the determination of the Revised Closing Adjusted Merger Consideration or Final Closing Adjusted Merger Consideration, as applicable, pursuant to both Sections 5.1(athe procedures set forth in Article II, (ii) and 5.1(bto the extent any insurance proceeds are actually received in cash in respect thereof (net of any costs or expenses, including Taxes, incurred in obtaining such proceeds), responsibility for such Tax or Tax-Related Loss . No Indemnified Party shall be shared by Xxxxxx and Centuri according entitled to relative fault as determined by Parent recover from an Indemnifying Party more than once for any particular Loss, nor shall any Indemnifying Party be liable for or otherwise obligated to indemnify any Indemnified Party for the same Loss more than once. (e) The aggregate amount of all Losses for which RemainCo shall be liable pursuant to this Article XI shall not exceed the Deferred Cash Consideration; provided that the foregoing limitation shall not apply to the indemnification obligations of RemainCo in its sole discretionSection 11.2(b)(i). The aggregate amount of all Losses for which a Stockholder shall be liable pursuant to this Article XI shall not exceed such Stockholder’s Pro Rata Share of the Deferred Cash Consideration.

Indemnification Obligations. Notwithstanding anything a. Each of Seller and Guarantor agrees to the contrary in this Agreement: hold Administrative Agent, Buyers and each of their respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, any Program Agreement or any transaction contemplated hereby or thereby (including, without limitation, (i) all liability for Taxes allocated to Parent pursuant to Article 2any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of such party and (ii) any wire fraud or data or systems intrusions which causes Administrative Agent or Buyers to suffer any such liability, loss, damage, judgment, cost and/or expense) resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all Taxes reasonable expenses in connection with the enforcement of this Agreement and Tax-Related Losses the exercise of any right or remedy provided for herein, any Transaction Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and Guarantor’s agreements in this Section 30 ​ ​ shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each of Seller and Guarantor also agrees not to assert any claim against Administrative Agent or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, based upon, or relating or attributable to any breach of or inaccuracy inotherwise relating to the facility established hereunder, the actual or failure proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to performthe provisions of Section 4, as applicable, if any representation, covenant, or obligation payment of the Repurchase Price of any member Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Parent Group Repurchase Date pursuant to Section 16 or for any other reason, Seller shall, upon demand by Administrative Agent, pay to Administrative Agent on behalf of Buyers an amount sufficient to compensate Buyers for any losses, costs or expenses that it may reasonably incur as of a result of such payment. c. Without limiting the provisions of Section 30.a hereof, if Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Administrative Agent (iii) the amount of any Centuri Separate Tax Asset determined pursuant subject to Section 2.4, (iv) the amount of any Refund or Tax Benefit received reimbursement by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(bSeller), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Each Seller and the Parent Guarantor agree to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an "Indemnified Party") Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party's gross negligence or willful misconduct. Each Seller and the Parent Guarantor also agree to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Each Seller's and the Parent Guarantor's agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each Seller and the Parent Guarantor hereby acknowledge that their obligations hereunder are recourse obligations of such Seller and the Parent Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each Seller and the Parent Guarantor also agree not to assert any claim against Buyer or any of their Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Sellers other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416 or for any other reason, (iv) the Sellers shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (bc. Without limiting the provisions of Section 30(a) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedhereof, if applicableSellers fail to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Sellers by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Each of Seller and Guarantor agrees to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request or Purchase Price Increase Request, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party’s gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable and documented expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, any Transaction Request, Purchase Price Increase Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets, Trust Mortgage Loans or REO Property. Each of Seller and the Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions or Purchase Price Increases, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction or Purchase Price Increase is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416, (iv) the Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (b) c. Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedlimiting the provisions of Section 30.a hereof, if applicableSeller fails to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Seller by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Each Seller and each Guarantor agrees to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request or Purchase Price Increase Request, any Program Agreement, any Underlying Repurchase Document, or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party’s gross negligence or willful misconduct. Each Seller and each Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, any Transaction Request or Purchase Price Increase Request, and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Each Seller’s and each Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each Seller and each Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of such Seller and such Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets and Repurchase Assets. Each Seller Party and each Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions or Purchase Price Increases, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction or Purchase Price Increase is made by Sellers other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416 or for any other reason, (iv) the Sellers shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (bc. Without limiting the provisions of Section 30(a) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedhereof, if applicableSellers fail to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Sellers by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Each of Seller and Guarantor agrees to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an "Indemnified Party") Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party's gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller's and Guarantor's agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each of Seller and the Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416 or for any other reason, (iv) the Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (bc. Without limiting the provisions of Section 30(a) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedhereof, if applicableSeller fails to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Seller by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Each of Seller and Guarantor agrees to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request, Purchase Price Increase Request, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party’s gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable and documented expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate right or remedy provided for herein, any Transaction Request, Purchase Price Increase Request, and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets, Trust Mortgage Loans or REO Property. Each of Seller and the Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions or Purchase Price Increases, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. This Section 30.a shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax Asset determined claim and in no event shall this Section 30.a cover any Excluded Taxes. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction or Purchase Price Increase is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416, (iv) the Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (b) c. Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedlimiting the provisions of Section 30.a hereof, if applicableSeller fails to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Seller by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify a. Indemnification by LOOKSMART. LOOKSMART will indemnify, defend ---------------------------- and hold harmless Centuri HOLDCO, its parents, subsidiaries, affiliates and each of their respective successors and permitted assigns, directors, officers, employees, representatives, agents, consultants and contractors (herein "HOLDCO Indemnitees") in respect of any and all losses, claims, suits, proceedings, liabilities, causes of action, damages, costs, expenses (including reasonable attorneys' fees and expenses) to the extent arising out of or relating to any third-party claim on the issue of infringement or alleged infringement by the Licensed Databases of such third-party's Intellectual Property Rights, but excluding any claim arising from and againstor related to any URL Content that is contained in the Licensed Databases, and will reimburse Centuri for, (i) all liability for Taxes allocated to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation also excluding the content of any member of the Parent Group pursuant databases to this Agreement, (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, (iv) the amount of any Refund or Tax Benefit received by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent that any Tax such content is supplied to LOOKSMART by HOLDCO or Tax-Related Loss is its designees, and subject to indemnity pursuant the limitations hereinafter set forth. LOOKSMART shall have sole control of the defense of any such action and any settlement negotiations, and LOOKSMART agrees to both Sections 5.1(a) pay, subject to the limitations hereinafter set forth, any final judgment entered against HOLDCO on such issue in any such suit or proceeding. HOLDCO agrees to notify LOOKSMART promptly in writing of such claim, suit or proceeding and 5.1(b)to give LOOKSMART authority to proceed as contemplated herein, responsibility and, at LOOKSMART's expense, give LOOKSMART information and assistance reasonably necessary to settle and/or defend any such claim, suit or proceeding. If the Licensed Databases in whole or in part, are, or in the opinion of LOOKSMART may become, the subject of any claim, suit or proceeding for infringement of any Intellectual Property Right, LOOKSMART shall have the right to withdraw the applicable portion of the Licensed Databases that is the subject of such Tax claim from the scope of the license in the particular country or Tax-Related Loss countries in which such infringement claim arose. LOOKSMART shall be shared by Xxxxxx and Centuri according use reasonable commercial efforts to relative fault as determined by Parent in its sole discretionreplace such infringing portion with a reasonable substitute.

Indemnification Obligations. Notwithstanding anything a. Each Seller and Guarantor agree to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an "Indemnified Party") Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party's gross negligence, bad faith or willful misconduct. Each Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Each Seller's and Guarantor's agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each Seller and Guarantor hereby acknowledge that its obligations hereunder are recourse obligations of such Seller and Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets. Each Seller and Guarantor also agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Sellers other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416 or for any other reason, (iv) the Sellers shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (bc. Without limiting the provisions of Section 30(a) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedhereof, if applicableSellers fail to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Sellers by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything a. Seller and each Guarantor agree to the contrary in this Agreement: hold Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) Parent shall indemnify and hold harmless Centuri from and against, indemnify each Indemnified Party (and will reimburse Centuri foreach Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (iincluding, without limitation, reasonable fees and expenses of counsel) all liability for Taxes allocated of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses or arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the amount Indemnified Party’s gross negligence or willful misconduct. Seller and each Guarantor also agree to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any Centuri Separate Tax Asset determined right or remedy provided for herein, and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and each Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller and each Guarantor hereby acknowledge that its obligations hereunder are recourse obligations of Seller and Guarantors and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Seller and each Guarantor also agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 2.416 or for any other reason, (iv) the Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of any Refund or Tax Benefit received by any member a result of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d)such payment. (bc. Without limiting the provisions of Section 30(a) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedhereof, if applicableSeller fails to pay when due any costs, expenses or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to other amounts payable by it under this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretionincluding, without regard to any Tax Attributes limitation, fees and expenses of the Parent Group or the Parent Business. (c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) counsel and 5.1(b)indemnities, responsibility for such Tax or Tax-Related Loss shall amount may be shared paid on behalf of Seller by Xxxxxx and Centuri according to relative fault as determined by Parent Buyer, in its sole discretion.

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall Subject to the other provisions of this Article VIII, from and after the Closing, each Company Stockholder shall, severally and not jointly, indemnify and hold harmless Centuri the Purchaser and each of its Affiliates (which, following the Closing, shall include the Company and the Company Subsidiaries) and its and their respective directors, officers, employees, stockholders, partners, members, managers, agents and representatives (each, a “Purchaser Indemnified Party”) for its respective Pro Rata Share of any Losses resulting from and against, and will reimburse Centuri for, or arising out of any: (i) all liability for Taxes allocated to Parent pursuant to Article 2, breach of any of the representations and warranties of the Company set forth in this Agreement; (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of any covenant or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member agreement of the Parent Group pursuant to Company set forth in this Agreement, ; (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, Indemnified Taxes; (iv) any indemnification or other obligations of Conversent or any of its Affiliates under the amount FiberNet Sale Documents or otherwise relating to or arising out of any Refund or Tax Benefit received by any member of FiberNet and its Subsidiaries, including the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and “Excluded Liabilities” as defined in the FiberNet Sale Documents; (v) any amount received by indemnification or other obligations of CCI or any member of its Affiliates under the Fibertech Sale Documents that are not satisfied out of the Parent Group from any member Fibertech Sale Proceeds; or (vi) the Company Indebtedness, the Company Transaction Expenses, the Warrant Exercise Payments, the Option Exercise Payments, the Sale Bonus Payments and the Company Stockholders’ Company Severance Obligations, each to the extent not reflected in the calculation of the Centuri Group that is described in Section 3.8(d)Merger Consideration. (b) Without regard to whether From and after the Closing, each Company Stockholder shall, severally and not jointly, indemnify each of the Purchaser Indemnified Parties for any Losses actually incurred by such Purchaser Indemnified Party as a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to result of any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to the representations and warranties of such Company Stockholder set forth in such Company Stockholder’s Transmittal Letter. Notwithstanding anything contrary in this Agreement, (iiithe indemnification provided for in this Section 8.2(b) shall not be subject to any of the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions limitations set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business8.3. (c) To Subject to the extent that other provisions of this Article VIII, from and after the Closing, the Purchaser shall indemnify each of the Company Stockholders and their respective directors, officers, employees, stockholders, partners, members, managers, agents and representatives (each, a “Company Stockholder Indemnified Party”) for any Tax Losses actually incurred by such Company Stockholder Indemnified Party as a result of any: (i) breach of any of the representations and warranties of the Purchaser or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(aMerger Sub set forth in this Agreement; or (ii) and 5.1(b), responsibility for such Tax breach of any of the covenants or Tax-Related Loss shall be shared by Xxxxxx and Centuri according to relative fault as determined by Parent agreements of the Purchaser or Merger Sub set forth in its sole discretionthis Agreement.

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify Subject to this ARTICLE 7, from and after the Effective Time, each Principal Stockholder shall, severally and not jointly, hold harmless Centuri and indemnify each of Parent and the Surviving Corporation (without duplication) and their respective officers, directors, successors and assigns (collectively, the “Parent Indemnitees”) from and against, and will shall compensate, reimburse Centuri and pay for, any Damages which are directly or indirectly suffered or incurred by such Parent Indemnitee or to which such Parent Indemnitee may otherwise become subject (regardless of whether or not such Damages related to any third party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) all liability for Taxes allocated to Parent pursuant to Article 2, any inaccuracy in or breach of any representation or warranty of the Company set forth in ARTICLE 3; (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, covenant or obligation of the Company set forth in this Agreement; (iii) all Taxes (or the non-payment thereof) of (A) the Company or the Company Subsidiary for any Pre-Closing Tax Period, excluding the portion of any Pre-Closing Tax Period that is a portion of any Straddle Tax Period, (B) any member of an affiliated, consolidated, combined or unitary group of which the Parent Group pursuant to this Agreement, Company or the Company Subsidiary (iii) the amount or any predecessor of any Centuri Separate Tax Asset determined of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Section 2.41.1502-6 of the Treasury Regulations or any analogous or similar state, local, or foreign law or regulation, (C) any Person (other than the Company and the Company Subsidiary) imposed on the Company or the Company Subsidiary as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring in a Pre-Closing Tax Period and (D) the Company or the Company Subsidiary for the Pre-Closing Tax Period that is a portion of any Straddle Tax Period, but only to the extent that all Straddle Tax Period Taxes allocable to the Pre-Closing Tax Period exceed $50,000; (iv) the amount exercise of any Refund or Tax Benefit received appraisal rights by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and Company Stockholder; or (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is matter described in Section 3.8(d)on Schedule 7.2(a)(v) hereto. (b) Without regard Subject to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been providedthis ARTICLE 7, if applicablefrom and after the Effective Time, or whether any action is permitted or consented to hereunder each Principal Stockholder shall, severally and notwithstanding anything else to the contrary contained hereinnot jointly, Centuri shall indemnify and hold harmless and indemnify each Parent Indemnitee from and against, and will shall compensate, reimburse Parent and pay for, (i) all liability for Taxes allocated any Damages which are directly or indirectly suffered or incurred by such Parent Indemnitee or to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to which such Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action Indemnitee may otherwise become subject (regardless of whether the conditions or not such Damages relate to any third party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of such Principal Stockholder set forth in Section 4.2(c) are satisfied), ARTICLE 4; or (viii) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount breach of any liability for Taxes that are indemnifiable pursuant to covenant or obligation of such Principal Stockholder set forth in this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessAgreement. (c) To Subject to this ARTICLE 7, from and after the extent Effective Time, Parent shall hold harmless and indemnify each Person that any Tax or Tax-Related Loss is subject entitled to indemnity receive Merger Consideration pursuant to both Sections 5.1(athis Agreement (including the Principal Stockholders and the Company Carveout Plan Participants) and 5.1(b)their respective officers, responsibility for directors, successors and assigns (collectively, the “Recipient Indemnitees”) from and against, and shall compensate, reimburse and pay for, any Damages which are directly or indirectly suffered or incurred by such Tax Recipient Indemnitee or Tax-Related Loss shall be shared by Xxxxxx to which such Recipient Indemnitee may otherwise become subject (regardless of whether or not such Damages related to any third party claim) and Centuri according to relative fault which arise from or as determined a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of Parent and/or Merger Sub set forth in ARTICLE 5; or (ii) any breach by Parent in its sole discretionor Merger Sub prior to the Effective Time or the breach by Parent or the Surviving Corporation from and after the Effective Time of any covenant or obligation on the part of Parent, Merger Sub or the Surviving Corporation under this Agreement.