Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Seller agrees to defend, indemnify and hold Buyer, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid.

Indemnification of Buyer. Seller agrees Subject to defendthe time and other limitations in Articles 4 and 10, Sellers, jointly and severally, covenant and agree to indemnify and hold harmless Buyer, its successors officers, directors, employees, agents and assigns harmless Affiliates (the "Buyer Indemnitees") from and against: 9.2.1 Any , and pay or reimburse the Buyer Indemnitees for, any and all Liabilities, losses, claims, liabilitiesdamages, and obligations punitive damages, causes of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claimlawsuits, Buyer may undertake or continue the defense of any such claimsadministrative proceedings (including informal proceedings), with counsel of its own choosinginvestigations, and shall be entitled to indemnity from Seller for all costs of such defenseaudits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Losses") resulting from or arising out of: (a) the indemnity claim is paidinaccuracy of any representation or warranty made by any Seller herein or in any certificate delivered pursuant to this Agreement; (b) any failure of any Seller to perform any covenant or agreement hereunder or to fulfill any other obligation in respect hereof; and (c) any Excluded Assets or any Excluded Liabilities, including fines, penalties and claims by any Person for damages or monetary relief to the extent such fines, penalties or claims are with respect to pre-Closing periods and relate to facts, events or circumstances arising or occurring on or prior to the Closing Date. The foregoing indemnification by Sellers shall not extend to or include Liabilities for investigation, remediation, restoration, including restoration of injuries to natural resources, response or RCRA corrective action with respect to the matters set forth on Schedule 10.1(c). Sellers' obligations under this Article 10 shall not be affected or reduced by any knowledge of Buyer at or prior to the Closing of any breach by any Seller of any representation, warranty, covenant or agreement, regardless of whether Buyer gave written Notice thereof to Seller, or vice versa, and regardless of whether Buyer elected to consummate the transactions contemplated hereby despite such knowledge.

Indemnification of Buyer. Seller agrees Subject to defendthe terms and conditions of this Article VII, from and after the Closing Date, Xxxxxxxxx, Xxxxx and Xxxxxx (collectively, the "Majority Sellers" and each a "Majority Seller"), jointly and severally, shall indemnify and hold harmless Buyer, its Affiliates (including Company), and each of their respective directors, members, officers, employees, agents, successors and assigns harmless (collectively, the "Buyer Indemnified Parties") from and against: 9.2.1 Any against any and all claimsdamages, losses, deficiencies, liabilities, obligations, commitments, costs or expenses incurred by any of them (including legal and obligations other expenses reasonably incurred in investigating and defending against the same) (the foregoing being individually and collectively referred to as "Losses") arising out of or resulting from (i) the breach of any kind representation or warranty made by Sellers in this Agreement or any Disclosure Schedule hereto; (ii) any failure by Sellers to comply with any of their covenants or agreements set forth in this Agreement; and description(iii) any liability of any kind, whether absolute, accrued, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation conduct of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Closing Date; provided, however, no Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and Indemnified Party shall be entitled to indemnity seek indemnification from any Majority Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to the terms of this section, Article VII in respect of any liability arising out of the conduct of the Business prior to the Closing Date to the extent such liability was paid or otherwise satisfied pursuant to Section 2.5 and Section 2.6 hereof. Payment by any Majority Seller to any Buyer Indemnified Party pursuant to the terms hereof shall immediately pay be limited to Buyer the amount of said any Losses that remain after deducting therefrom any Tax benefit to the Buyer Indemnified Parties and any insurance proceeds and any indemnity claimor contribution or similar payment actually recovered by the Buyer Indemnified Parties from any third party with respect to the claim for which indemnification is sought hereunder. A Tax benefit will be considered to be recognized by the Buyer Indemnified Parties in the Tax period in which the indemnity payment occurs, and the amount of the Tax benefit shall not be entitled to indemnity from Seller except for determined by the obligations to defend set forth in this sectionBuyer Indemnified Party's actual tax rate, unless and until Buyer has actually paid a claim, debt after any deduction or other liability giving rise allowances reportable with respect to a right of indemnity under this sectionany payment hereunder, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said time such indemnity payment until the indemnity claim is paidmade.

Indemnification of Buyer. Seller hereby agrees to defendindemnify Buyer against, indemnify and to hold BuyerBuyer harmless from, its successors and assigns harmless from and against: 9.2.1 Any and all claims, losses, damages, liabilities, costs and obligations of any kind and descriptionexpenses, contingent or otherwiseincluding, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorneylegal fees and disbursements ("Claims") incurred or suffered by Buyer relating to the Property which arise, result from, or relate to (i) acts, occurrences, or matters that took place prior to the Closing, to the extent that any such Claim described in this clause (i) is covered by the commercial general liability insurance policy or other applicable insurance coverage maintained by Seller, and, in this connection, Seller represents and warrants that Seller has, during the period of its ownership, maintained and continues to maintain commercial general liability insurance coverage with respect to its ownership of the Real Property with a coverage limit not less than One Million Dollars ($1,000,000) per occurrence; or (ii) any breach of any of the representations or warranties of Seller set forth in Section 12.2 of this Agreement subject, however, to the limitations of Section 17.4. Without limiting the foregoing and without regard to whether or not any such matter is covered by Seller's feesliability insurance as provided above, court costs Seller hereby represents and incidental expenses warrants to Buyer that no other party holds any right or option to purchase or otherwise acquire the Property, any portion thereof or any interest therein, and Seller shall indemnify, defend and hold Buyer harmless from and against any Claims suffered or incurred by Buyer by reason of litigationany party asserting any such right or option against Seller or Buyer. If Buyer becomes entitled to payment of indemnity Notwithstanding the above sentence, it is acknowledged that the Tenants hold possessory rights pursuant to this sectiontheir respective Leases in connection with portions of the Real Property. In addition, without limiting the foregoing and without regard to whether or not any such matter is covered by Seller's liability insurance as provided above, Seller shall immediately pay be solely responsible for causing the applicable governmental authorities to issue final certificates of occupancy, to the extent not already issued and to the extent applicable, with respect to the Improvements as promptly as reasonably possible, and shall indemnify, defend, and hold Buyer harmless from and against any and all Claims arising out of or in any way connected with any failure by Seller to cause the amount applicable governmental authorities to issue final certificates of said indemnity claimoccupancy with respect to the Improvements as promptly as is reasonably possible. Buyer shall not be entitled to indemnity from Seller except for Following the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such eventClosing, Buyer shall be entitled to interest from reasonably cooperate with Seller at in connection with the rate issuance of twelve (12%) percent per annum from the date any unissued final certificates of said payment until the indemnity claim is paidoccupancy.

Indemnification of Buyer. Buyer shall indemnify and defend Seller and the Stockholders against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by Seller and the Stockholders to the extent arising from any breach of any representation, warranty or covenant of Buyer set forth herein or arising from the conduct of the business relating to the Assets after the Closing. In addition, Buyer agrees to defendindemnify Seller and the Stockholders against all liability for reasonable legal, indemnify accounting and hold Buyer, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's other fees and expenses of litigationdirectly attributable to any such indemnification. Notwithstanding the foregoing, known or unknown, arising out of or related the foregoing indemnification shall be subject to the operation and inclusive of the following: (a) In the event that a claim for indemnification results from a breach by the Buyer to pay any of the liabilities or obligations of Seller specifically assumed by Buyer, pursuant to paragraph 2 above and that certain Assumption of Liabilities by and between Buyer and Seller of even date herewith, and the aggregate amount of such claim or claims exceeds $2,500, then, in addition to any other rights of indemnification and/or remedies available to Seller's Business prior , Seller shall have the following rights and remedies: (i) if the liability does not relate to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise taxes owed to a claim by governmental entity which has the power to lien, encumber or freeze the personal assets of the Stockholders, then, in the event said creditor initiates collection proceedings against the Seller or the Stockholders, then Buyer against Seller for indemnification under must either pay the provisions of this sectionSeller, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend or the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim creditor within ten thirty (1030) days of Buyer providing written receipt from the Seller of notice of such collection action or, in the alternative, must present and diligently prosecute a bona fide defense to said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigationdebt. If Buyer becomes entitled fails to make such payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer or present such defense within the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend time set forth in this sectionabove, unless then Seller may immediately declare the $600,000 Note due and until Buyer has actually paid a claimpayable and enforce collection thereof against the Buyer. In the event that the payable, debt or other liability giving rise is a tax due to a right governmental agency which has the power to lien, encumber or freeze the assets of indemnity under this sectionthe Seller or the Stockholders, then Buyer must make payment to the creditor or to the Seller within three (3) days of receipt of notice that said creditor has incurred a legal obligation liened, encumbered or frozen the assets of Seller or Stockholders. Upon Buyer's failure to do so. In make such eventpayment, Buyer shall be entitled to interest from then Seller at may declare the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid$600,000 Note immediately due and payable.

Indemnification of Buyer. (a) From and after the Closing, Seller agrees to defendshall indemnify Buyer and its Affiliates and each of their respective officers, indemnify directors, employees, equity holders, agents and other Representatives (each, a “Buyer Indemnified Party”) against and hold Buyer, its successors and assigns each Buyer Indemnified Party harmless from and against: 9.2.1 Any any and all claimsdebts, liabilitieslosses, and obligations Liabilities, damages, Liens, Taxes, penalties, costs of any kind and descriptioninvestigation, contingent or otherwise, including attorney's fees other costs and expenses of litigation, (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted or otherwise) (collectively, “Losses”) suffered or incurred by such Buyer Indemnified Party, arising out from, relating to or otherwise in connection with: (i) any breach of any representation or warranty of Seller contained in this Agreement or any Related Document, without giving effect to any materiality threshold or qualifier contained therein (including in the definition of Material Adverse Effect); (ii) any breach of or related failure to the operation perform any covenant or agreement of the Seller's Business prior to the date of Seller contained in this AgreementAgreement or any Related Document; or (iii) any Excluded Liability or Excluded Asset. 9.2.2 If any claim is asserted against (b) The consent of Seller shall not be required in order for Buyer which would give rise to be indemnified under this Article VII. (c) In the case of a claim by Buyer against Seller for Indemnified Party’s rights to indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this sectionSection 7.1, for as long as there are funds available in the Escrow Fund to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by Seller shall immediately pay to the Buyer Indemnified Parties with respect to such indemnifiable Losses will be paid in cash first out of the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for Escrow Fund, and in the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this sectionevent such Losses exceed, or has incurred a legal obligation are not paid and satisfied in full from, the Escrow Fund, will be paid directly by Seller to do so. In such event, the applicable Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidIndemnified Parties.

Indemnification of Buyer. (a) Subject to the provisions of this Article VIII, Seller hereby agrees to defend, indemnify and hold harmless Buyer, its Affiliates (including, after the Closing, the Acquired Companies), and each of their respective Representatives, successors and assigns harmless from (collectively, the “Buyer Indemnified Parties”) against and against: 9.2.1 Any in respect of any and all claimslosses, liabilities, damages, actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement, fines, costs or deficiencies, including, without limitation, interest, penalties and obligations reasonable attorneys’ fees and costs (collectively, “Losses”), caused by or resulting or arising from, or otherwise with respect to: (i) the failure of any kind of the representations and descriptionwarranties made by Seller in this Agreement to be true and correct as of the Closing Date (or an earlier date specified therein); (ii) the breach by Seller of any covenant or other agreement made by Seller in this Agreement; (iii) the Excluded Assets or any actions taken by Seller or the Acquired Companies in connection with the distribution, contingent transfer or otherwiseassignment of Excluded Assets to Seller; (iv) the Indemnifiable Matters; and (v) the Company Indebtedness or Transaction Expenses, including attorney's fees and expenses of litigation, known or unknown, arising out of or related in each case to the operation extent not given effect in the calculation of the Purchase Price. provided, however, that Seller shall only be responsible for indemnifying any Buyer Indemnified Party for 50% of Losses caused by or resulting or arising from, or otherwise with respect to, the Acura Matter. (b) Notwithstanding anything to the contrary contained herein, Seller shall not be liable to Buyer Indemnified Parties with respect to a claim for indemnification pursuant to Section 8.1(a)(i): (i) unless and until, and only to the extent that, the aggregate amount of all Losses otherwise indemnifiable exceeds an aggregate threshold amount hereunder of $1,000,000 (the “Basket Amount”), up to an aggregate maximum indemnity amount hereunder equal to $13,000,000 (the “Cap”), except that the foregoing limitations shall not apply to claims respecting the representations and warranties set forth in Sections 3.1 (Approval of Agreement and Transactions), 3.2 (Seller's Business ’s Existence and Good Standing; Authority; Binding Obligations; No Conflicts or Restrictions); 3.3 (Ownership of Shares), 4.1 (Approval of Transaction Documents), 4.2 (Acquired Companies’ Existence and Good Standing; Authority; Binding Obligations; No Conflicts or Restrictions), 4.3 (Capital Structure; No Liens), 4.22 (No Investment Banker’s, Broker’s or Finder’s Fees); 4.29 (Certain Pre-Closing Actions); or fraud; and (ii) unless such claim is asserted in writing on or prior to the date (if any) on which the survival of this Agreementthe representation or warranty or obligation at issue expires pursuant to Section 8.4 (the “Survival Expiration Date”). 9.2.2 If (c) Notwithstanding the foregoing, (i) Losses shall not include any claim is asserted against Buyer which would give rise consequential damages that are not reasonably foreseeable or any special, indirect or punitive damages (other than any consequential, special, indirect or punitive damages paid by an Indemnified Party to a claim third party in connection with the resolution of a Third-Party Claim) and (ii) the amount of indemnity payable pursuant to this Section 8.1 with respect to any Losses shall be reduced (A) by Buyer against Seller for indemnification under any reserves or accruals reflected in the provisions of this section, Buyer shall promptly give written notice Closing Balance Sheet that relate specifically to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, Losses or (B) to the point of nonappealable final judgment. If Seller fails extent any such Loss amount has already been taken into account in determining the Purchase Price. (d) The Escrow Amount shall remain in escrow and subject to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature terms of the claim Escrow Agreement until termination or date of service requires immediate defensive action, or if Seller at expiration in accordance with the terms thereof. At any time abandons defense of such a claim, and from time to time that Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity indemnification from Seller for all costs pursuant to the terms of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes this Agreement or shall otherwise be entitled to payment of indemnity amounts owing from Seller pursuant to the terms of this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such eventAgreement, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum obtain payment thereof from the date Escrow Amount in accordance with the terms of said payment until the indemnity claim is paidEscrow Agreement.

Indemnification of Buyer. Seller covenants and agrees to defend, with Buyer that Seller shall reimburse and indemnify and hold BuyerBuyer and its members, its successors managers, shareholders, directors, officers, employees, agents, affiliates and subsidiaries and assigns (the "BUYER INDEMNIFIED PARTIES") harmless from from, against and against: 9.2.1 Any in respect of any and all actions, suits, claims, interest, penalties, proceedings, investigations, audits, demands, losses (direct or indirect), liabilities, damages, assessments, fines, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) (collectively, "CLAIMS") incurred by any of the Buyer Indemnified Parties that result from: (a) any inaccuracy in or breach of any representations or warranties made by Company or Seller in this Agreement, the Exhibits, the Schedules, any agreements entered into by the parties contemporaneously herewith or on the Closing Date, if any, or any written certificate furnished to Buyer by or on behalf of Company or Seller pursuant to this Agreement (disregarding, for purposes of this Section 10.1, any materiality qualifiers set forth therein); (b) any nonfulfillment of any covenant or agreement of Company or Seller under this Agreement, any agreements entered into by the parties contemporaneously herewith or on the Closing Date, if any, or the agreements and instruments contemplated herein; (c) any Retained Liabilities; (d) [Intentionally Omitted]; (e) except as otherwise specifically provided in Section 11.2, any Taxes, payments, claims or accruals for salaries, wages, bonuses, vacation, sick pay, amounts payable under Station Employee Benefit Plans, or otherwise to employees or agents of Seller and its affiliates, and other liabilities and obligations of any kind Seller and descriptionits affiliates, contingent or otherwise, including attorney's fees in each case relating to and expenses of litigation, known or unknown, arising out of or related incurred with respect to the operation of the Seller's Business periods (or portions thereof) on or prior to the date Closing Date, whether or not due or payable on or prior to the Closing Date (except, effective following the Closing, for the Assumed Liabilities); (f) any claims or litigation matters which relate or are due to the conduct of Seller or the Station on or prior to the Closing Date, including, without limitation, the claims described in Schedule 4.14 hereto; (g) the failure to comply with statutory provisions relating to bulk sales and transfers, if applicable; (h) any fees, expenses or other payments incurred or owed by Seller pursuant to Section 13.6 hereof or to any brokers or comparable third parties retained or employed by them or their affiliates in connection with the transactions contemplated by this Agreement., other than Xxxxx & Co., whose fees shall be shared equally by Buyer and Seller; 9.2.2 (i) any claims made by a third party alleging facts which, if true, would entitle any Buyer Indemnified Party to indemnification pursuant to (a) through (h) above; (j) any failure of Seller to comply with its obligations under this Section 10.1; or (k) any fees or expenses (including without limitation, reasonable attorneys' fees) incurred by any Buyer Indemnified Party in enforcing its rights hereunder to the extent that such Buyer Indemnified Party prevails in enforcing such rights. The amounts for which Seller shall be liable under this Section 10.1 shall be net of any insurance proceeds (or other recoveries) paid to Buyer Indemnified Parties in connection with the facts giving rise to the right of indemnification. If Seller's indemnification obligation under Section 10.1 arises in respect of an adjustment which makes allowable to any claim is asserted against Buyer Indemnified Party any deduction, amortization, exclusion from income or other allowance (a "TAX BENEFIT") which would give rise to a claim by Buyer against Seller not, but for indemnification under the provisions of this sectionsuch adjustment, be allowable, then Buyer shall promptly give written notice pay to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, an amount equal to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of actual Tax saving produced by such Tax Benefit at the time such Tax saving is realized by the Buyer providing written notice of said claimIndemnified Party; provided, or if Seller and fails to sooner defend said claim when however, that the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense amount of any such claims, with counsel of its own choosing, and shall be entitled payment to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer not exceed the amount of said any indemnity claim. Buyer shall not be entitled payment made by Seller with respect to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability adjustment giving rise to the Tax Benefit. The amount of any such Tax saving for any Tax period shall be the amount of the reduction in Taxes payable to a right Taxing authority with respect to such Tax period as compared to the Taxes that would have been payable to a Taxing authority by Buyer or any Buyer Indemnified Party in the absence of indemnity such Tax Benefit. The parties agree that any indemnification payment made under this section, or has incurred a legal obligation to do so. In such event, Buyer Agreement and any adjustment under Sections 2.4 and 2.5 shall be entitled treated as an adjustment to interest from Seller at the rate purchase price of twelve (12%) percent per annum from the date Shares, unless otherwise required by a final determination made by a Taxing authority or by a court of said payment until the indemnity claim is paidlaw.

Indemnification of Buyer. Seller Buyer shall, and hereby agrees to defend, indemnify and hold BuyerSellers harmless against and in respect of the following items (the “Buyer Indemnified Costs”): (i) All debts, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, liabilities and obligations of Buyer of any kind and descriptionnature, contingent whether accrued, absolute, contingent, or otherwise, including attorney's fees and expenses of litigation, known or unknown, existing or arising out on or resulting from events which occurred or failed to occur after the Closing Date. (ii) Any liability, loss, claim, damage or deficiency resulting directly or indirectly from any non-fulfillment of or related to any covenant on the operation part of the Seller's Business prior to the date of Buyer under this Agreement. 9.2.2 If any claim is asserted against . Sellers shall advise Buyer which would give rise to a claim by of such Buyer against Seller for indemnification under Indemnified Costs in writing within twelve (12) months after the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim Closing or within ten sixty (1060) days of Buyer providing written notice any claim that is asserted by a third party within the applicable statute of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of limitations for such a claim, whichever is later, however in the event that Buyer may undertake or continue intentionally conceals information with an intent to defraud, Sellers shall have a period of three (3) years after the defense Closing to advise Buyer of such breach. If Sellers fail to notify Buyer of any indemnity claim made under this Section 24 within the time period set forth in the preceding sentence, then the Buyer shall have no obligation to indemnify, hold harmless or defend Sellers under this Agreement. Buyer shall have no obligation to indemnify Sellers under this Agreement for Buyer Indemnified Costs until such claimsBuyer Indemnified Costs, with counsel of its own choosingin the aggregate, exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and in such event, Sellers shall be entitled indemnified only to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the extent the amount of said indemnity claim. such Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless Indemnified Costs exceed One Hundred Thousand and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do soNo/100 Dollars ($100,000.00). In no event shall Buyer have any liability for Buyer Indemnified Costs to the extent such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidIndemnified Costs exceed $1,000,000.

Indemnification of Buyer. Seller agrees agree to defend, indemnify and hold Buyer, its successors and assigns harmless from and against: 9.2.1 10.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknownshould have been known, arising out of or related to the operation of the Seller's Business prior right, title and interest in the Assets, including but not limited to any taxes, interest and penalties assessed against Seller in relation to Seller's right, title and interest in the date of this AgreementAssets. 9.2.2 10.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller and Shareholders concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid.

Indemnification of Buyer. Seller 7.5.1 The Company hereby agrees to defend, hold harmless and indemnify and hold the Buyer, its successors the Buyer’ direct and assigns harmless from indirect subsidiaries, affiliated entities and against: 9.2.1 Any corporations (collectively, referred to as the “Buyer Indemnitees”) against any and all claimsdirect damages, liabilities, losses, reasonable costs and obligations of any kind and description, contingent or otherwise, expenses (including attorney's attorneys’ fees and expenses of litigationexpenses), known whether or unknown, not arising out of third-party claims, attributable to (i) any material inaccuracy in, or related any material breach by the Company of, any representation or warranty or other statement expressly contained in this Agreement including the Disclosure Schedules regarding the Company, or (ii) any material breach of any covenant or agreement expressly contained in this Agreement including the Disclosure Schedules hereto regarding the Company (collectively, the “Indemnifiable Claims Against Company”); provided, however, that the Company’s liability to the operation Indemnifiable Claims Against Company shall not exceed the Purchase Price. 7.5.2 The Seller hereby agrees to hold harmless and indemnify the Buyer Indemnitees against any and all direct damages, liabilities, losses, reasonable costs and expenses (including attorneys’ fees and expenses), whether or not arising out of third-party claims, attributable to (i) any material inaccuracy in, or any material breach by the Seller of, any representation or warranty or other statement expressly contained in this Agreement including the Disclosure Schedules regarding the Seller's Business prior , or (ii) any material breach of any covenant or agreement expressly contained in this Agreement including the Disclosure Schedules hereto regarding the Seller (collectively, the “Indemnifiable Claims Against Seller”); provided, however, that the Seller’s liability to the date of this AgreementIndemnifiable Claims Against Seller shall not exceed the Purchase Price. 9.2.2 If any claim is asserted against Buyer which would give rise 7.5.3 The rights to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this sectionSection 7.5 are in addition to, unless and until not in limitation of, all rights and remedies to which the Buyer has actually paid a claimmay be entitled. All remedies, debt or other liability giving rise to a right of indemnity either under this sectionAgreement, the Restated Articles, the Restated Joint Venture Agreement, by Law, or has incurred a legal obligation otherwise afforded to do so. In such eventany party, Buyer shall be entitled cumulative and not alternative. 7.5.4 Notwithstanding the foregoing, there shall be no liability for any Indemnifiable Claims unless the claim therefor has been asserted pursuant to interest from Seller at Section 7.5 within thirty six (36) months after the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidClosing.

Indemnification of Buyer. Seller hereby agrees to defendindemnify Buyer against, indemnify and to hold BuyerBuyer harmless from, its successors and assigns harmless from and against: 9.2.1 Any and all claims, losses, damages, liabilities, costs and obligations of any kind and descriptionexpenses, contingent or otherwiseincluding, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorneylegal fees and disbursements ("Claims") incurred or suffered by Buyer relating to the Property which arise, result from, or relate to (i) acts, occurrences, or matters that took place prior to the Closing, to the extent that any such Claim described in this clause (i) is covered by the commercial general liability insurance policy or other applicable insurance coverage maintained by Seller, and, in this connection, Seller represents and warrants that Seller has, during the period of its ownership, maintained and continues to maintain commercial general liability insurance coverage with respect to its ownership of the Real Property with a coverage limit not less than One Million Dollars ($1,000,000) per occurrence; or (ii) any breach of any of the representations or warranties of Seller set forth in Section 12.2 of this Agreement subject, however, to the limitations of Section 17.4. Without limiting the foregoing and without regard to whether or not any such matter is covered by Seller's feesliability insurance as provided above, court costs Seller hereby represents and incidental expenses warrants to Buyer that no other party holds any right or option to purchase or otherwise acquire the Property, any portion thereof or any interest therein, and Seller shall indemnify, defend and hold Buyer harmless from and against any Claims suffered or incurred by Buyer by reason of litigationany party asserting any such right or option against Seller or Buyer. If Buyer becomes entitled to payment of indemnity Notwithstanding the above sentence, it is acknowledged that the Tenants hold possessory rights pursuant to this sectiontheir respective Leases in connection with portions of the Real Property. In addition, without limiting the foregoing and without regard to whether or not any such matter is covered by Seller's liability insurance as provided above, Seller shall immediately pay be solely responsible for causing the applicable governmental authorities to issue final certificates of occupancy with respect to the Improvements as promptly as reasonably possible, and shall indemnify, defend, and hold Buyer harmless from and against any and all Claims arising out of or in any way connected with any failure by Seller to cause the amount applicable governmental authorities to issue final certificates of said indemnity claimoccupancy with respect to the Improvements as promptly as is reasonably possible. Buyer shall not be entitled to indemnity from Seller except for Following the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such eventClosing, Buyer shall be entitled to interest from reasonably cooperate with Seller at in connection with the rate securing by Seller of twelve (12%) percent per annum from the date above-described certificates of said payment until the indemnity claim is paidoccupancy.

Indemnification of Buyer. (a) From and after the Closing, Seller agrees to defendshall indemnify Buyer and its Affiliates and each of their respective officers, indemnify directors, employees, equity holders, agents and Representatives (each, a “Buyer Indemnified Party”) against and hold Buyer, its successors and assigns each Buyer Indemnified Party harmless from and against: 9.2.1 Any any and all claimsdebts, liabilitieslosses, and obligations Liabilities, damages, Liens, Taxes, penalties, costs of any kind and descriptioninvestigation, contingent or otherwise, including attorney's fees other out-of-pocket costs and expenses of litigation, (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted or otherwise) (collectively, “Losses”), suffered or incurred by such Buyer Indemnified Party, arising out from, relating to or otherwise in connection with: (i) any breach of or related inaccuracy in any representation or warranty of Seller contained in this Agreement or any Related Document (without giving effect to any materiality threshold or qualifier contained therein, including in the operation definition of the Seller's Business prior Material Adverse Effect, except that this parenthetical shall not apply to the date Section 3.3(a)); (ii) any breach of or failure to perform any covenant or agreement of Seller contained in this AgreementAgreement or any Related Document; (iii) any Excluded Liability or Excluded Asset; or (iv) any Transfer Taxes or Apportioned Obligations allocated to Seller pursuant to Section 5.2. 9.2.2 If any claim is asserted against (b) The Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and Indemnified Parties shall be entitled to indemnity from the indemnification provided for hereunder even if any of them had knowledge at any time of the matter that is later the subject of a claim for indemnity. The consent of Seller shall not be required in order for all costs Buyer to be indemnified under this Article VI. (c) In the case of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If a Buyer becomes entitled Indemnified Party’s rights to payment of indemnity indemnification pursuant to this sectionSection 6.1, for as long as there are funds available in the Escrow Fund to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by Seller shall immediately pay to the Buyer Indemnified Parties with respect to such indemnifiable Losses will be paid in cash first out of the amount of said indemnity claim. Escrow Fund, and in the event such Losses exceed, or are not paid and satisfied in full from, the Escrow Fund, any amounts not satisfied by the Escrow Fund will be paid directly by Seller to the applicable Buyer shall not be entitled Indemnified Parties (subject to indemnity from Seller except for the obligations to defend applicable limitations set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidArticle VI).

Indemnification of Buyer. Seller agrees to shall defend, indemnify indemnify, save and hold Buyerharmless each of the Buyer Parties from, its successors against and assigns harmless from and against: 9.2.1 Any with respect to any and all claimsLosses for which any Buyer Party may become liable, liabilitiesor which any Buyer Party may incur or may be compelled to pay, and obligations in any claim or Legal Proceeding against or otherwise involving any such Buyer Party for or by reason of any kind and descriptionacts, contingent whether of omission or otherwisecommission, including attorney's fees and expenses of litigationwhich may be suffered or committed, known directly or unknownindirectly, arising out of or related or attributable to the operation (i) Seller's breach of the Seller's Business representations and warranties set forth in Article 3 of this Agreement, (ii) any liability, obligation or claim arising out of or relating to a breach or some other action or omission of Seller that occurred prior to the date Signing Date, (iii) any and all liabilities arising from the use of the Products produced and/or sold by the Seller, or (iv) any noncompliance with the fraudulent transfer laws. A Buyer Party shall notify Seller within a reasonable time of the receipt of Notice by such Buyer Party of the making or instituting of a claim or Legal Proceeding under this Agreement. 9.2.2 If Section 5.2. Seller shall have the option of contesting or defending any claim is asserted against or Legal Proceeding by counsel acceptable to the Buyer Party, which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer acceptance shall promptly give written notice to Seller concerning such claimnot be unreasonably withheld, and each such Buyer Party shall reasonably cooperate in such contest or defense at the sole expense of Seller. The Seller shallshall bear all reasonable expenses in connection with the defense and/or settlement of any such claim or Legal Proceeding, except that if a Buyer Party desires to retain its own counsel to participate in the defense of such claim or Legal Proceeding, it may do so at no expense to Buyerits own expense. Provided that Seller shall within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, defend the claimBuyer Party shall not settle or compromise such claim or Legal Proceeding except with the consent of Seller, to the point of nonappealable final judgmentwhich consent shall not be unreasonably withheld, conditioned or delayed. If Seller fails to take steps to shall not within a reasonable time after such Notice diligently contest or defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the any claim or date Legal Proceeding, any Buyer Party may contest or defend such claim or Legal Proceeding and may, without the consent of service requires immediate defensive actionSeller, settle or if compromise such claim or Legal Proceeding, in which case Seller at shall bear all reasonable expenses incurred by any time abandons defense of such a claim, Buyer may undertake or continue Party in connection with the defense and/or settlement of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt claim or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidLegal Proceeding.

Indemnification of Buyer. Seller agrees to defendSellers, jointly and severally, shall hold ------------------------ harmless, indemnify and hold Buyer, its successors and assigns harmless defend Buyer from and against: 9.2.1 Any : (a) any and all third party claims, demands, causes of action, losses, liabilities, and obligations of any kind and descriptionliens or encumbrances, whether direct, contingent or otherwiseconsequential and no matter how arising, including attorney's fees and expenses of litigation, known or unknown, arising out of or in any way related to the operation of Property and occurring before the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claimClosing, or if Seller and fails in any way related to sooner defend said claim when the nature or arising from any act, conduct, omission, contract or commitment of the claim or date of service requires immediate defensive action, or if Seller Sellers occurring at any time abandons defense or times before the Closing (except any claims arising from any act, conduct, omission occurring before or after the Closing with respect to any claims arising or accruing under any agreement with ASC prior to Closing); and (b) any loss or damage to Buyer resulting from a material inaccuracy in or material breach of such a claim, any representation or warranty of Sellers under this Agreement or resulting from any material breach or default by Sellers under this Agreement. Buyer may undertake or continue the defense shall notify Sellers of any such claimsclaim against Buyer within 10 days after it has notice of such claim. Should Sellers fail to discharge or undertake to defend Buyer against such liability upon learning of the same, with counsel of its own choosing, then Buyer may settle such liability and Sellers' liability to Buyer shall be entitled to indemnity from Seller for all costs of conclusively established by such defensesettlement, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees, incurred by Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this sectioneffecting such settlement, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to together with interest from Seller at the rate of twelve (12%) percent per annum thereon from the date of said payment of any of the same by Buyer until repayment is made by Sellers at the indemnity claim is paidlesser of ten per cent (10%) per annum or the maximum rate then allowed by applicable law. Notwithstanding anything to the contrary, Sellers shall not be required to defend, hold harmless, or indemnify Buyer, or be liable for any claims, demands, causes of action, losses, liabilities, liens or encumbrances, whether direct, contingent or consequential arising from any act, conduct, contract, or commitment of Sellers to any governmental agency at any time or times before Closing with respect to improvements to be made to the Property.

Indemnification of Buyer. Seller agrees (a) Subject to defendthe provisions of Section 10 and subsection 11(c), Sellers agree jointly and severally to indemnify and hold Buyer, its successors and assigns Buyer harmless from and against: 9.2.1 (i) Any and all claims, liabilities, obligations, damages, deficiencies and obligations expenses resulting from the breach of any kind and description, contingent representation or otherwise, including attorney's fees and expenses warranty of litigation, known Sellers contained in this Agreement or unknown, arising out non-fulfillment of or related to any agreement on the operation part of Sellers under the Seller's Business prior to the date terms of this Agreement; and (ii) All actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to the foregoing. 9.2.2 (b) If any legal proceedings are instituted or any claim or demand is asserted against by any person in respect of which Buyer which would give rise to a claim by Buyer against Seller for may seek indemnification from Sellers under the provisions of this sectionSection 11, Buyer shall promptly give cause written notice of the assertion of any claim of which it has knowledge and which is covered by this indemnity to Seller concerning such claim, and Seller shallbe forwarded to Sellers. Sellers shall have the right, at no expense Sellers' option and expense, to defend such proceeding, claim or demand with a single counsel of their choice, which counsel must be reasonably satisfactory to Buyer, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency indemnified against hereunder; provided, however, that 713283.7 -55- no settlement shall be made without the claim, prior written consent of Buyer unless Buyer is unconditionally released from all liability relating to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when action which is the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense subject of such a claimsettlement; and provided further, that Buyer may undertake or continue the defense of participate in any such claims, proceeding with counsel of its own choosingchoice and at its expense. To the extent Sellers elect not to defend such proceeding, claim or demand and Buyer defends against, settles or otherwise deals with any such proceeding, claim or demand, which settlement may be made without the consent of Sellers, Buyer will act reasonably and in accordance with its good faith business judgment. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. (c) Notwithstanding anything contained herein to the contrary, the indemnity provided for in this Section 11(i) shall be Buyer's exclusive remedy for monetary damages against Sellers or any of them, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer (ii) shall not be entitled enforceable except to indemnity from Seller except for the obligations extent that the aggregate amount of claimed losses, liabilities, damages or deficiencies exceeds the sum of Fifty Thousand Dollars ($50,000), and then only to defend set forth in this sectionthe extent of such excess, unless and until Buyer has actually paid a claim(iii) with respect to monetary damages, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled limited to interest from Seller at the rate rights of twelve Buyer to recover against the property of Sellers which is subject to the Escrow Agreement. (12%d) percent per annum from For purposes of this Section 11: 713283.7 -56- (i) the date indemnification by Sellers provided for in Section 11(a)(i) shall be deemed to include, without limitation, product warranty claims relating to products manufactured and sold by the Company prior to the Closing Date, to the extent the aggregate amount of said payment such claims incurred by the Company prior to June 30, 2000, exceeds the Warranty Reserve referred to in Section 3(x), notwithstanding any disclosures contained in Schedule 3(x) or elsewhere in the Disclosure Schedule; and (ii) the indemnification by Sellers provided for in Section 7(m) and 7(n) shall continue in effect until satisfaction by Sellers of the indemnity claim is paidrespective claims covered thereby, notwithstanding the limitations with respect to assertion of claims for indemnification contained in the last sentence of Section 10 hereof.

Indemnification of Buyer. Seller agrees and Shareholder hereby jointly and severally agree to defend, indemnify and hold Buyerharmless Buyer and True North and each of their respective directors, its successors officers, employees, shareholders, agents and assigns harmless from Affiliates thereof (the "Purchaser Indemnitees"), against and against: 9.2.1 Any and all claims, liabilities, and obligations in respect of any kind and descriptionout-of-pocket loss, contingent cost, expense, liability, damage or otherwise, claim (including attorney's reasonable attorneys' fees and expenses other costs and expenses) (all of litigationthe foregoing collectively, known "Losses") incurred or unknownsustained by any Purchaser Indemnitee as a result of any breach, arising out inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of or related any of the representations, warranties and covenants of the Indemnifying Parties contained herein. The total payments made by the Seller and Shareholder to the operation of the Seller's Business prior Purchaser Indemnitees with respect to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this sectionLosses shall not exceed $4,000,000; provided, Buyer shall promptly give written notice to Seller concerning such claimhowever, and Seller shall, at that no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and Purchaser Indemnitee shall be entitled to indemnity from Seller indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $75,000, at which time the Purchaser Indemnitees shall be entitled to indemnification for all costs the total amount of such defenseLosses. Notwithstanding anything set forth in this Section 10.1, including (i) any Loss incurred by Buyer or True North arising out of Seller's or Shareholder's breach of any provision of Section 7.1 shall be subject to the indemnification provision set forth therein and shall not be covered under this Section 10.1 nor shall any amounts recovered under Section 7.1(d) be applied to the minimum amount of Losses set forth in the previous sentence and (ii) any Loss incurred by Buyer or True North arising out of Seller's or Shareholder's breach of or failure to perform any covenant or obligation to be performed by Seller or Shareholder at or after the Closing Date including, but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this sectionthe Excluded Liabilities, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled subject to indemnity from Seller except for or applied against the obligations to defend minimum amount of Losses or the cap set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidprevious sentence.

Indemnification of Buyer. (a) Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to defendindemnify Buyer and its assigns, indemnify officers, directors, agents and hold Buyeremployees (each, its successors and assigns harmless an “Indemnified Party”) from and against: 9.2.1 Any against any and all damages, losses, claims, taxes, liabilities, costs, expenses and obligations of other amounts payable by, awarded against or incurred by any kind and description, contingent or otherwisesuch Indemnified Party, including attorney's reasonable attorneys’ fees and expenses disbursements (collectively, “Indemnified Amounts”), including losses in respect of litigationuncollectible Purchased Leases (regardless of whether reimbursement therefor would constitute recourse to Seller) but excluding any Excluded Amounts, known or unknown, to the extent arising out of or as a result of (or claimed or alleged to be arising out of or as a result of) the occurrence of any Section 7.1(a) Indemnification Event; provided, however, that, if Buyer seeks indemnification from Seller for a breach of the representation and warranty set forth in Section 3.2.9, Seller may, in its absolute and sole discretion, repurchase the related Purchased Lease and all other related Purchased Assets for an amount equal to the operation Investment Balance of the Seller's Business prior such Purchased Lease (such Investment Balance to be calculated as of the date of such repurchase) plus any additional amount necessary to restore to Buyer its after-tax yield on the transaction evidenced by such Purchased Lease through the date of such repurchase; and, provided further, that all obligations of Seller under this Agreement. 9.2.2 Section 7.1(a) shall terminate automatically on the Sale Date (it being understood that this Section 7.1(a) shall cease to be effective on the Sale Date and that Buyer may not seek to enforce this Section 7.1(a) against Seller on or after the Sale Date). If any claim is asserted against Seller elects to repurchase Purchased Assets pursuant to the second preceding proviso, (i) Seller shall, on the related repurchase date, pay the related repurchase price by wire transfer of immediately available funds to an account designated by Buyer, (ii) Buyer which would give rise shall, on such repurchase date, execute such documents and instruments of transfer or assignment and take such other actions as may be reasonably requested by Seller to a claim effect the sale of such Purchased Assets to Seller and (iii) all obligations of Seller under this Section 7.1 with respect to such breach shall terminate automatically as of such repurchase date. All such Purchased Assets shall be reassigned by Buyer against Seller for indemnification under the provisions without recourse, representation or warranty of this section, any kind. Buyer shall promptly give provide (or shall cause another Indemnified Party to provide) prompt written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled event or circumstance giving rise to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity an Indemnified Amount pursuant to this sectionSection 7.1(a); provided, Seller shall immediately pay however, that any delay or failure to Buyer the amount of said indemnity claim. Buyer do so shall not be entitled to indemnity from Seller except for the limit Seller’s obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid.Section

Indemnification of Buyer. The Seller agrees that, notwithstanding any investigation of the assets, properties, books, records, and business of the Company made by or on behalf of Buyer prior to the Closing, the Seller shall indemnify Buyer and each of their officers and directors and each person who "controls" Buyer within the meaning of Section 15 of the Securities Act of 1933, and shall hold such persons harmless from and against all damages, losses, claims, liabilities and expenses, including attorneys' fees (net of any insurance proceeds, or similar recoveries, and net of any reserves established by the Company specifically for such damages, losses, claims, liabilities and expenses) caused by or arising out of (i) any breach of warranty, representation or covenant contained in this Agreement or in any Exhibit or Schedule delivered pursuant hereto, arising within two years of the Closing or (ii) any claim, lawsuit, obligation, tax deficiency, or other liability asserted with respect of any undisclosed liabilities of the Company arising within two years of the Closing. Anything in this Agreement to the contrary notwithstanding, claims made against the Seller for indemnification hereunder shall not exceed, in the aggregate, $250,000.00. In the event Buyer proposes to make any claim hereunder, they shall deliver notice to the Seller signed by an officer of Buyer stating the nature of such claim and the amount claimed, if known. The Seller shall have 30 days from the receipt of such notice to notify Buyer whether or not they dispute their liability hereunder with respect to such claim or demand. If such claim is asserted by a third party (a "third party claim"), the Seller may, at his sole option, elect to defend Buyer, at their cost, against such third party claim such election to be made within the 30 day period noted above; provided that such defense shall be conducted by counsel satisfactory to Buyer, and the Seller shall not enter into any settlement of such claim without written consent of Buyer. With respect to non-third party claims as to which the Seller disputes their liability or with respect to third party claims as to which they elect not to defend, indemnify the liability of the Seller shall be determined by a final and hold Buyer, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, and obligations nonappealable judgment entered by a court of any kind and description, contingent competent jurisdiction or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation by written consent of the Seller. Buyer's Business prior to the date rights of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claimset forth herein, or if Seller and fails to sooner defend said claim when the nature rights of the claim or date of service requires immediate defensive actionoffset set forth in Section 9.7 below, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except its exclusive remedy (whether at law or in equity) for any breach of the obligations to defend set forth covenants, representations or warranties contained in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this sectionAgreement, or has incurred a legal obligation to do so. In such eventin any Exhibit or Schedule delivered pursuant hereto, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidand/or for any other recovery hereunder.

Indemnification of Buyer. (a) Seller agrees to defendindemnify, indemnify defend and hold Buyerharmless Buyer against and in respect of, its successors and assigns harmless from and against: 9.2.1 Any any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and obligations of any kind and description, contingent or otherwisepenalties, including interest, penalties and reasonable attorney's fees and expenses of litigationthat the Buyer shall incur or suffer, known and which arise from or unknown, arising out are attributable to by reason of or related in connection with (i) any breach or inaccuracy of any of Seller's representations or warranties contained in this Agreement or (ii) any Liability. (b) The indemnity obligations of Seller pursuant to this Section 6.2 shall survive the Closing, and shall terminate on the Termination Date (except to the operation extent that claims have been submitted in writing or notice of the Seller's Business claim has been provided in writing prior to the date of this Agreement. 9.2.2 If Termination Date). In any claim is case in which claims have been asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, or are pending prior to the point Termination Date, the parties agree that the indemnity obligations of nonappealable final judgment. If Seller fails with respect to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller such matters shall continue in full force and fails to sooner defend said claim when the nature effect until such matters have been settled by agreement of the claim parties or date of service requires immediate defensive action, or if Seller at any time abandons defense by other final non-appealable resolution of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from matters. No disclosure by Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend other than as set forth in this section, unless Agreement or the Schedules hereto nor any investigation made by or on behalf of Buyer with respect to Seller shall be deemed to affect Buyer's reliance on the representations or warranties made by Seller contained in this Agreement and until Buyer has actually paid shall not constitute a claim, debt or other liability giving rise waiver of Buyer's rights to a right of indemnity as herein provided. (c) Seller shall have no obligations under this sectionSection 6.2 for an amount in excess of $1,000,000.00. Absent fraud or willful breach by Seller, or has incurred a legal obligation to do so. In such event, Buyer the indemnity provisions shall be entitled to interest from Seller at the rate sole and exclusive remedy of twelve Buyer for monetary damages (12%but not for injunctive relief) percent per annum from the date of said payment until the indemnity claim is paidunder this Agreement.

Indemnification of Buyer. (a) Seller agrees to defend, indemnify indemnity and hold Buyer, its successors and assigns assigns, harmless from and against: 9.2.1 (1) Any and all claims, liabilities, liabilities and obligations of any every kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business or to ownership of the Assets by Seller prior to the date Closing. Such claims, liabilities and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed prior to the Closing under any contract, agreement, lease or instrument assumed by Buyer, except for performance of those Business Agreements and the Permitted Exceptions. (2) Any and all damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Buyer pursuant to this Agreement or in connection with any of the transactions contemplated hereby. 9.2.2 (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees incurred by Buyer as a result of Seller's failure or refusal to compromise or defend any claim incident to the foregoing provisions. (b) If any claim is or liability will be asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall will promptly give written notice to notify Seller concerning such claimin writing of the same, and Seller shallwill, at no expense to Buyerits own expense, compromise or defend any such claim; provided, however, that Buyer may, at its own cost and expense, join and cxxxxx-ate with Seller in defending or compromising such claim. (c) In the claim, to the point of nonappealable final judgment. If event Seller fails to take steps indemnity Buyer as required under the terms of this Article VIII, Buyer will have the right to defend said claim within ten (10) days withhold any payment due under the Promissory Note until such time as Seller indemnifies Buyer or make other provisions satisfactory to Buyer for correction of any breach of this Agreement or disposition of any claim, lien, or other encumbrance giving rise to Seller's obligation to indemnity. Buyer providing written will give Seller prompt notice of said claimany intention to withhold payment. Upon receipt by Seller of such notice from Buyer, Seller will give Buyer notice of any disagreement Seller may have with Buyer's assertion of its right to indemnification. Thereafter, Buyer establish an account with Worth National Bank called UTVN Escrow Account and will pay the amount in dispute ("Escrow Fund") into the Escrow Account. The Escrow Fund will remain in the account until the parties hereto give joint instructions as to its disposition or release, or if until it receives a final court order or determination of arbitration pertaining to the Escrow Fund. The Escrow Fund will be held in an interest-bearing deposit account, with interest payable to Seller on the amount ultimately paid to Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay interest payable to Buyer on the amount of said indemnity claim. Buyer shall not be entitled the Escrow Fund ultimately paid to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidBuyer.

Indemnification of Buyer. Seller agrees Subject to defendSection 7.01, indemnify Buyer shall be indemnified and hold Buyer, its successors held harmless against and assigns harmless from and against: 9.2.1 Any in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, and obligations including without limitation reasonable attorneys’ fees (collectively, “Losses”), which arise or result from any breach of any kind of the representations or warranties contained in Article II and descriptionArticle III or the failure of the Stockholders to perform any of their covenants or agreements contained herein. Notwithstanding the foregoing, (a) there shall be no indemnification of Buyer until the aggregate amount of Losses incurred by Buyer exceeds $90,000 (the “Threshold”), contingent or otherwise, including attorney's fees and expenses at which time only the amount of litigation, known or unknown, Losses incurred in excess of the Threshold shall be subject to indemnification hereunder; (b) there shall be no indemnification payments hereunder that exceed in the aggregate the amount of the Escrowed Funds; (c) there shall be no indemnification of Buyer with respect to Losses arising out of breaches of the representations or related warranties contained in Article III to the operation extent that the Company has made a corresponding reserve for such Losses on the June Balance Sheet, provided that such reserves are specifically identified on such balance sheet; and (d) there shall be no indemnification of Buyer for punitive damages, indirect or speculative damages, special damages, incidental damages or lost profits. In determining the Seller's Business prior foregoing thresholds and in otherwise determining the amount of any Losses for which Buyer is entitled to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to assert a claim by Buyer against Seller for indemnification under hereunder, the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense amount of any such claims, with counsel of its own choosing, and Losses shall be entitled to indemnity from Seller for all costs determined after deducting therefrom the amount of (i) any insurance proceeds and other third party recoveries received by Buyer in respect of such defense, including but not limited to, Losses (which recoveries Buyer agrees to use commercially reasonable attorney's fees, court costs efforts to obtain) and incidental expenses of litigation(ii) any cash Tax benefit actually received by Buyer. If an indemnification disbursement is received by Buyer becomes entitled to payment of indemnity pursuant to this sectionArticle VII, Seller and Buyer later receives insurance proceeds or other third party recoveries or a cash Tax benefit in respect of the related Losses, Buyer shall immediately pay to Buyer the Stockholders’ Representative a sum equal to the lesser of (i) the actual amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt such insurance proceeds or other liability giving rise to a right of indemnity under this sectionthird party recoveries or such cash Tax benefit, as the case may be, or has incurred a legal obligation (ii) the actual amount of the indemnification disbursement previously made with respect to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidLosses.

Indemnification of Buyer. Seller agrees Subject to defend, indemnify and hold Buyer, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this sectionArticle 12, Buyer shall promptly give written notice to Seller concerning such claimNoveon, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller if Noveon fails to take steps do so then, Lubrizol, shall indemnify and hold harmless Buyer and its Affiliates (each a "Buyer Indemnified Person") from and against any and all damages or losses (collectively, "Damages") any Buyer Indemnified Person suffers, sustains or becomes subject to defend said claim within ten as a result of or in connection with: (10a) days any breach of Buyer providing written notice of said claimor inaccuracy in any representation or warranty made by Sellers or IP Sellers in this Agreement, or if Seller and fails to sooner defend said claim when except for the nature Closing Documents, in any of the claim signed certificates or date of service requires immediate defensive action, other signed instruments or if Seller at any time abandons defense of such a claim, signed agreements furnished to Buyer may undertake by Sellers or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity IP Sellers pursuant to this sectionAgreement after the date hereof and on or prior to the Closing Date, Seller shall immediately pay to Buyer other than the amount representations and warranties set forth in Section 13.2, for which the indemnification provided in a connection with a breach of said indemnity claim. Buyer shall not such representations and warranties will be entitled to indemnity from Seller exclusively governed by Article 13; (b) any breach of any covenant or obligation of Sellers or IP Sellers in this Agreement, or, except for the Closing Documents, in any of the signed certificates or other signed instruments or signed documents furnished to Buyer by Sellers or IP Sellers pursuant to this Agreement after the date hereof and on or prior to the Closing Date, other than covenants and obligations to defend set forth in this sectionArticle 13, unless for which the indemnification provided in a connection with a breach of such covenant or obligation will be governed exclusively by Article 13; (c) any of the Retained Liabilities; (d) the Damages relating to removing any Encumbrance (other than Permitted Encumbrances) on the Purchased Assets or the Purchased IP Assets as of immediately prior to the Closing; or (e) if the out-of-pocket costs and until expenses of Buyer has actually for filing and/or transfer fees paid a claim, debt or other liability giving rise to a right Governmental Body in connection with the transfer from Sellers to Buyer of indemnity under this sectionthe Permits included in the Purchased Assets or the attainment of Permits not included in the Purchased Assets because such Permits were not transferable to Sellers, or has incurred a legal obligation either of which are necessary to do so. In allow Buyer to own and operate the Businesses and the Purchased Assets and the Purchased IP Assets as currently operated from and after the Closing exceeds $160,000 (excluding costs and expenses paid by Buyer to its Representatives), then such event, out-of-pocket costs and expenses (excluding costs and expenses paid by Buyer shall be entitled to interest from Seller at the rate its Representatives) of twelve (12%) percent per annum from the date Buyer in excess of said payment until the indemnity claim is paid$160,000.

Indemnification of Buyer. Seller Buyer shall, and hereby agrees to defend, indemnify and hold BuyerSeller harmless against and in respect of the following items (the “Buyer Indemnified Costs”): (i) All debts, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, liabilities and obligations of Buyer of any kind and descriptionnature, contingent whether accrued, absolute, contingent, or otherwise, including attorney's fees and expenses of litigation, known or unknown, existing or arising out on or resulting from events which occurred or failed to occur after the Closing Date. (ii) Any liability, loss, claim, damage or deficiency resulting directly or indirectly from any non-fulfillment of or related to any covenant on the operation part of the Seller's Business prior to the date of Buyer under this Agreement. 9.2.2 If any claim is asserted against . Seller shall advise Buyer which would give rise to a claim by of such Buyer against Seller for indemnification under Indemnified Costs in writing within twelve (12) months after the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim Closing or within ten sixty (1060) days of Buyer providing written notice any claim that is asserted by a third party within the applicable statute of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of limitations for such a claim, whichever is later, however in the event that Buyer may undertake or continue the defense of any such claims, intentionally conceals information with counsel of its own choosing, and shall be entitled an intent to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this sectiondefraud, Seller shall immediately pay have a period of three (3) years after the Closing to advise Buyer of such breach. If Seller fail to notify Buyer of any indemnity claim made under this Section 24 within the time period set forth in the preceding sentence, then the Buyer shall have no obligation to indemnify, hold harmless or defend Seller under this Agreement. Buyer shall have no obligation to indemnify Seller under this Agreement for Buyer Indemnified Costs until such Buyer Indemnified Costs, in the aggregate, exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and in such event, Seller shall be indemnified only to the extent the amount of said indemnity claim. such Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless Indemnified Costs exceed One Hundred Thousand and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do soNo/100 Dollars ($100,000.00). In no event shall Buyer have any liability for Buyer Indemnified Costs to the extent such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paidIndemnified Costs exceed $1,000,000.

Indemnification of Buyer. Seller agrees to defendFrom and after the Closing, Sellers shall jointly and severally indemnify and hold Buyer, its successors and assigns Buyer harmless from and against: 9.2.1 Any and all claims, against any liabilities, and obligations obligations, losses, damages, costs, charges or other expenses of any every kind and description, contingent or otherwisecharacter, including attorney's reasonable attorneys' fees and expenses of litigationdisbursements (collectively, known "Damages") arising after the Closing and actually suffered by or unknown, incurred by Buyer arising out of or related to as a result of (i) the operation inaccuracy of any of the Seller's Business representations or warranties contained in the second sentence of Section 5.8, Section 5.9, Section 5.14, Section 5.18 and Section 5.21 ("Surviving Representations") or the breach, nonfulfillment or nonperformance of any covenant or agreement of the Company or Shareholder under this Agreement or any other Transaction Document, (ii) any and all amounts which relate to liability for income taxes of the Sellers for any period or periods ending on or before the Closing Date, (iii) any and all amounts which relate to liabilities and obligations that arise under ERISA (as herein defined) as a result of the Company being an ERISA Affiliate of certain other Persons and that do not relate to actions or omissions of the Company, or (iv) customer mandated containment due to parts produced by Company prior to the date Closing Date. Notwithstanding the foregoing, Sellers shall not be required to indemnify or hold harmless Buyer with respect to any Damages incurred by Buyer under clauses (i) or (iv) above unless, until and then only to the extent that the aggregate amount of all Damages incurred by Buyer in respect of which Sellers would be liable to Buyer under clauses (i) and (iv) above exceeds $500,000 ("Basket"), except that the Basket shall not apply to Damages incurred by Buyer as a result of a breach of the Surviving Representations. Further, notwithstanding anything contained herein to the contrary, the aggregate amount required to be paid by Sellers pursuant to this Section 13.1 in respect of all Damages for which Sellers would be liable to Buyer under clauses (i) and (iv) above shall not exceed $4,000,000 and in no event shall Sellers be liable under clause (iv) above for containment costs for a period of more than six (6) months after same is mandated. In no event shall Sellers be liable under this Section 13.1 for Damages if C. Wxxxxxx Xxxxxxxx, Jxxx X. Xxxxxxxx or Oxxx X. Xxxxxxxx had actual knowledge on or prior to the Closing Date of the misrepresentation, breach of warranty or nonperformance or breach of covenant giving rise to such Damages. A claim relating to indemnification arising out of a breach of the Surviving Representations or out of a breach by Sellers of a covenant or agreement under this Agreement or any Transaction Document or under clause (ii) or (iii) above may be made at any time before the expiration of the statute of limitations that would be applicable to an action brought by the appropriate Person with respect to the matters forming the basis for such claim. A claim under clause (iv) above may be made at any time before 190 days after the Closing. (a) The remedy provided by this Section 13.1, subject to the limitations set forth in this Article XIII, shall be Buyer's sole and exclusive remedy for the recovery of any damages, losses, deficiencies, liabilities, costs and expenses resulting from, relating to or arising out of any (i) misrepresentation or breach of warranty made by or on behalf of the Sellers in this Agreement or in any certificate delivered by the Sellers pursuant hereto, (ii) non-fulfillment of any agreement or covenant on the part of the Sellers or (iii) any other aspect of any transaction contemplated by this Agreement. 9.2.2 If (b) Notwithstanding any other provision hereof, Seller shall have no liability in respect of any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, Section 13.1: (i) if and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, extent that provision or if Seller and fails to sooner defend said claim when the nature reserve for or in respect of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt liability or other liability matter giving rise to such claim has been made in the Closing Date Balance Sheet; (ii) if and to the extent that such claim arises or is increased as a right result of indemnity under this section, any change in legislation that takes effect retrospectively; (iii) if and to the extent that such claim occurs or has incurred is increased as a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at result of any increase in the rate of twelve (12%) percent per annum from taxation in force at the date of said payment until hereof; (iv) if and to the indemnity extent that such claim is paidwholly or partly attributable to any voluntary act, omission, transaction or arrangement of Buyer from and after the Closing; (v) to the extent that Buyer is insured against any loss or damage suffered by it arising out of such breach or claim under the terms of any insurance policy; or (vi) to the extent that such claim relates to any matter disclosed in the Disclosure Statement or the Bring Down Letter.