Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject Seller agrees to the provisions of this Article 8pay and be liable to Buyer, Sellers shallits affiliates and their respective directors, jointly officers and severallyemployees (herein individually a "Buyer Indemnified Party" and collectively, in accordance with Section 8.14"Buyer Indemnified Parties") and shall assume, indemnify, defend, save defend and keep hold harmless the Buyer Indemnified Parties from and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from in respect of any and all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficienciesliabilities, lost profitstaxes, diminution in valuesanctions that arise (A) under Section 4980E of the Code and Part 6 of Title I of ERISA, consequential damages interest and expensespenalties, including costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expensesreasonable legal fees incurred in connection therewith and in seeking indemnification therefor, whether payable in cash, property and any amounts or otherwise (collectively, “Damages”) sustained expenses required to be paid or incurred in connection with any action, suit, proceedings, claim, appeal, demand, assessment or judgment) imposed upon, incurred by, or assessed against any Buyer Indemnified Party arising by reason of or relating to any failure to comply with the health care continuation coverage requirements of Section 4980B of the Buyer Indemnitees to the extent they are a result of, arise out Code and Part 6 of Title I or are by virtue of: (a) any breach of, ERISA which failure occurred or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from occurs (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; Date with respect to any current or former employee of Seller or any qualified beneficiary of such employee (as defined in Section 4980B(g)(1) of the Code), or (dii) after the Closing Date with respect to any matter set forth on Schedule 8.2. Such obligations apply regardless current or former employee of Seller who does not at any time become entitled to coverage under any group health plan, within the meaning of -42- 45 Section 5000(b)(1) of the presence Code, of a Third-Party Claim. For purposes Buyer, or with respect to any dependent of determining such employee and for any failure to comply with the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty notice or covenant has occurred), each other requirements of the representationsAct, warranties and covenants made by and/or (B) in connection with any Party in this Agreementemployee complaints and/or matters pending before any applicable administrative agencies, including without limitation, the National Labor Relations Board, EEOC, Department of Labor, Department of Fair Employment Housing, and/or any applicable collective bargaining dispute resolution forums prior to the Closing Date or in any certificate or other instrument delivered pursuant hereto, shall be deemed relating to have been made without incidents arising prior to the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedClosing Date.

Indemnification of Buyer. Subject Seller agrees to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save indemnify and keep hold harmless Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, its officers, directors, successors employees and assigns (collectivelyagents and Affiliates) from and against, the “Buyer Indemnitees”), harmless against any and from all liability, demands, claims, actions or actions, causes of action, assessmentsarbitrations, proceedings, losses, fines, penalties, costs, damages, deficienciesliabilities, lost profitsjudgments and expenses (including, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ ' fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (collectively, “Damages”"Claim") sustained or incurred by Buyer, any Affiliate of the Buyer Indemnitees to the extent they are Buyer, Seller or any Subsidiary as a result of, arise out of or are by virtue of: (a) any error, inaccuracy, breach of, or inaccuracy in, misrepresentation in any representation of the representations and warranties made by or warranty, on behalf of Acquired Companies or Sellers, set forth Seller in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant by or on behalf of Seller in connection with this Agreement (including the Schedules hereto), (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (c) any act or omission occurring, or condition or circumstances existing, prior to the Closing, or any condition or circumstances caused by any act or omission occurring prior to the Closing, by Seller or any Subsidiary or otherwise with respect to Seller or any Subsidiary, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Material relating to or located on, within or under any assets owned, leased or used by Seller or any Subsidiary, or (e) any product liability, strict liability or other claims concerning (i) products sold or services provided by Seller or any Subsidiary prior to the Closing or (ii) inventory owned by Seller or any Subsidiary at the Closing. Buyer shall be deemed entitled to have been made without the inclusion recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.its rights under this Section. -43- 49

Indemnification of Buyer. Subject to the provisions of this Article 8Except as provided in Section 8.4, Sellers shall, jointly Seller shall indemnify and severally, in accordance with Section 8.14, indemnify, defend, save and keep hold harmless Buyer and its respective Affiliates (each officer, director and Affiliate of Buyer, including without limitation, the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors and assigns Company or any successor of the Company (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), harmless against and from all liabilitywhich any of Buyer Indemnified Parties may sustain, demandsor to which any of Buyer Indemnified Parties may be subjected, claimsarising out of (1) any misrepresentation, actions breach or causes default by Seller or the Company of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result ofrepresentations, arise out covenants, conditions, agreements or other provisions of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit agreement or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer executed in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing Company (provided that, solely for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a representation, warranty breach or covenant has occurred), each violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the representations, warranties and covenants made Agreement assessed for periods prior to the Closing by any Party in this AgreementGovernmental Body or representative for unclaimed property (also known as escheat, abandoned or in residual property); (5) any certificate indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other instrument delivered pursuant hereto, shall be deemed to have been made without fault or strict liability on the inclusion part of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedBuyer.

Indemnification of Buyer. Subject Seller agrees to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save indemnify and keep hold harmless Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, its officers, directors, successors employees and assigns (collectivelyagents and Affiliates) from and against, the “Buyer Indemnitees”), harmless against any and from all liability, demands, claims, actions or actions, causes of action, assessmentsarbitrations, proceedings, losses, fines, penalties, costs, damages, deficienciesliabilities, lost profitsjudgments and expenses (including, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ ' fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (collectively, “Damages”"Claim") sustained or incurred by Buyer, any Affiliate of the Buyer Indemnitees to the extent they are Buyer, Seller or any Subsidiary as a result of, arise out of or are by virtue of: (a) any error, inaccuracy, breach of, or inaccuracy in, misrepresentation in any representation of the representations and warranties made by or warranty, on behalf of Acquired Companies or Sellers, set forth Seller in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant by or on behalf of Seller in connection with this Agreement (including the Schedules hereto), (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (C) any act or omission occurring, or condition or circumstances existing, prior to the Closing, or any condition or circumstances caused by any act or omission occurring prior to the Closing, by Seller or any Subsidiary or otherwise with respect to Seller or any Subsidiary, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Material relating to or located on, within or under any assets owned, leased or used by Seller or any Subsidiary, or (e) any product liability, strict liability or other claims concerning (i) products sold or services provided by Seller or any Subsidiary prior to the Closing or (ii) inventory owned by Seller or any Subsidiary at the Closing. Buyer shall be deemed entitled to have been made without the inclusion recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedits rights under this Section.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 10.1 prior to the provisions of this Article 8, Sellers shall, Closing) and Stockholders hereby jointly and severallyseverally agree to indemnify and hold harmless Buyer, in accordance with Section 8.14, indemnify, defend, save each of its Affiliates and keep Buyer each of its and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officerspartners, directors, successors officers, employees, stockholders, attorneys and assigns agents and permitted assignees (collectively, the “Buyer Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claimsdeficiency or damage, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, and diminution in value, consequential damages value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (all of the foregoing collectively, “DamagesLosses”) incurred or sustained or incurred by any of the Buyer Indemnitees to the extent they are Indemnitee as a result of, arise out of or are by virtue of: in connection with (a) any breach ofbreach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy inor nonfulfillment of any of the representations, any representation or warrantywarranties, covenants and agreements of Acquired Companies or Sellers, set forth in this Agreement the Company or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto Stockholder contained herein or in any closing document of the Additional Agreements or any certificate or other writing delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownpursuant hereto, (b) any Actions by any third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or non-fulfillment of consumer complaints) for any covenant period on or prior to the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, Closing Date (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions violation of any Facility owned currently Laws in connection with or in with respect to the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time operation of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies Business on or prior to the Closing Date; or , (d) any matter set forth on Schedule 8.2. Such obligations apply regardless claims by any employee of the presence Company or any of a Third-Party Claim. For purposes its Subsidiaries with respect to any period or event occurring on or prior to the Closing Date, or relating to the termination of determining employee’s employment status in connection with the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made transactions contemplated by any Party in this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) any Taxes attributable to a Pre-Closing Period, (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement, (g) any noncompliance with or violation of any Laws or Authorities’ requirement with respect to any historical corporate change of the Company and its Subsidiaries, including without limitation failure to obtain approvals from any Authority administering state-owned assets regarding certain historical corporate changes, (h) any noncompliance with or violation of any Laws or Authorities’ requirement by the Company or its Subsidiaries in connection with any of their projects in progress, including without limitation failure to obtain certain project approvals, or (i) any noncompliance by the Company or any of its Subsidiaries in the use of lands, including without limitation failure to commence or complete the construction of projects within the time limit set out in relevant land grant contracts. The total payments made by the Stockholders to the Buyer Indemnitees with respect to Losses shall not exceed $30,000,000 (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with the Nantong Acquisition, or any of clauses (b) through (i) of this Section 10.1. No Buyer Indemnitee shall be entitled to indemnification for breaches of representation or warranties pursuant to this Section 10.1 unless and until the aggregate amount of Losses arising from such breaches to all Buyer Indemnitees equals at least $250,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses; provided any breach of Sections 3.1 (Corporate Existence and Power), 3.2 (Authorization), 3.3. (Governmental Authorization), 3.5 (Capitalization), 3.6 (Memorandum and Articles of Association), 3.7 (Corporate Records), 3.10 (Subsidiaries), 3.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 3.31 (Tax Matters), and 3.43 (Nantong Acquisition) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 10.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of any Stockholder to perform any covenant or obligation to be performed by it before, at or after the Closing Date, shall not, in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 9.1 prior to the provisions of this Article 8, Sellers shall, Closing) and Stockholder hereby jointly and severallyseverally agree to indemnify and hold harmless Parent, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and each of its respective Affiliates (including the Acquired Companies after they are acquired), and their respective members, managers, officers, directors, successors directors and assigns officers (collectively, the “Buyer Purchaser Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claims, actions deficiency or causes damage or claim (including actual costs of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages investigation and expenses, including without limitation, reasonable attorneys’ feesfees but, court excluding internal costs and other fees, disbursements expenses of Purchaser Indemnitees and expenses, whether payable in cash, property or otherwise its employees) (all of the foregoing collectively, “DamagesLosses”) incurred or sustained or incurred by any of the Buyer Indemnitees to the extent they are Purchaser Indemnitee as a result of, arise out of or are by virtue of: in connection with (a) any breach ofbreach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy inor nonfulfillment of any of the representations, any representation warranties and covenants of the Company or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto Stockholder contained herein or in any closing document of the Additional Agreements or any certificate or other writing executed and delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownpursuant hereto, (b) any Actions by any third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, torts or non-fulfillment of consumer complaints) for any covenant on period prior to the part Closing Date as a result of the Acquired Companies fraudulent or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than illegal actions of the Ancillary Agreements which shall stand on their ownCompany, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions violation of any Facility owned currently Laws in connection with or in with respect to the past in whole or in part by any Sellers or Acquired Companies arising out operation of or resulting from conditions that were in existence as of, or operations or activities that occurred the Business prior to, to the Closing Date, (iid) any Environmental Conditions known to Sellers or the Acquired Companies at the time claims by any employee of the Company with respect to any period or event occurring prior to the Closing for any Facility which is or was leased by Date, (e) the Acquired Companies from an independent third party, or (iii) any act or omission failure of the Acquired Companies Company to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on or prior to the Closing Date; , except as disclosed herein, or (df) any matter sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement, subject to the Company’s obligation to pay money to Stockholder for such Taxes as set forth on Schedule 8.26.2. Such obligations apply regardless The total payments made by Stockholder to the Purchaser Indemnitees with respect to Losses shall not exceed the portion of the presence of a Third-Party ClaimPurchase Price actually received by Stockholder (the “Indemnifiable Loss Limit”). For purposes of determining No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 9.1 unless and until the aggregate amount of Damages for Losses to all Purchaser Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification is provided hereunder (but not for the purpose total amount of determining whether a such Losses; provided any breach of a representation, warranty or covenant has occurredSections 3.1 (Corporate Existence and Power), each 3.2 (Authorization), 3.3. (Governmental Authorization), 3.5 (Capitalization), 3.6 (Articles of Incorporation and By-Laws), 3.10 (Subsidiaries), or 3.15 (Properties; Title to the Company’s Assets) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 5.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the representationsfailure of any Stockholder to perform any covenant or obligation to be performed by him or it at or after the Closing Date, warranties and covenants made by any Party in this Agreementshall not, or in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject to For a period of three (3) years after the provisions of this Article 8Closing Date, Sellers shall, jointly Seller and severally, in accordance with Section 8.14, indemnify, defend, save and keep Jarrett will joixxxx xxd severally indemnify Buyer and its respective Affiliates (including the Acquired Companies after they are acquired)hold it harmless from and against any and all damages, their respective memberslosses, managersdeficiencies, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liabilityactions, demands, claimsjudgments, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages costs and expenses, expenses (including without limitation, reasonable attorneys’ ' and accountants' fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (collectively, “"Damages”") sustained of or incurred by any of the against Buyer Indemnitees to the extent they are a result of, arise resulting from or arising out of or are by virtue of: (a) any misrepresentation or breach ofof any warranty or representation of Seller or Jarrett containex xx xxis Agreement, or inaccuracy inin any agreement, document or instrument delivered by or on behalf of Seller pursuant to or in connection with this Agreement; (b) the breach or nonfulfillment of any representation covenant or warranty, agreement of Acquired Companies or Sellers, set forth Seller contained in this Agreement or in any exhibit agreement, document or schedule hereto, instrument delivered by or any written statement or certificate furnished or on behalf of Seller pursuant to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in with this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, Agreement; (c) except for the Assumed Liabilities, any Environmental Actions liabilities or obligations of Seller, including, without limitation, any assessments, claims or liabilities (including interest and penalties) for federal, state or local income, sales, use, franchise or other taxes relating to, arising out of imposed upon or resulting from (i) assessed against the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers Subject Assets or the Acquired Companies at the time of the Closing Subject Business for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or all periods prior to the Closing Date; or (d) except for the Assumed Liabilities, any act or omission of Seller or any occurrence or matter set forth with respect to the Subject Assets or the Subject Business on Schedule 8.2or before the Closing Date, including, without limitation, any claim for nonperformance or breach of contract, any claim for worker's compensation or unemployment compensation, and/or claims for personal injury or property damage. Such obligations apply regardless Buyer acknowledges and agrees that in pursuance of the presence plan of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made reorganization contemplated by any Party in this Agreement, Seller will liquidate any remaining assets and dissolve and Buyer hereby forever releases all Shareholders (other than Jarrett) and agrxxx xxx to allege or in commence any certificate claims, suits or proceedings of any manner, type or basis against any Shareholder other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedthan Jarrett. 0.0.

Indemnification of Buyer. Subject to Each Shareholder and the provisions of this Article 8, Sellers shall, Company jointly and severallyseverally shall indemnify and hold Buyer, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors shareholders, employees, attorneys, accountants and assigns agents (each, an "Indemnified Party") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, and liabilities including, without limiting the generality of the foregoing, liabilities for reasonable attorneys' fees (collectively, the “Buyer Indemnitees”"Loss and Expense"), harmless against and incurred or suffered by an Indemnified Party arising out of, relating to or resulting from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue offollowing: (a) any breach of, of or any inaccuracy in, in any representation or warranty, of Acquired Companies warranty made by the Shareholders or Sellers, set forth in the Company pursuant to this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, Agreement; (b) any breach of or non-fulfillment of failure by Shareholders or the Company to perform any covenant on the part or obligation of the Acquired Companies Shareholders or Sellers, the Company set forth in or contemplated by this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, Agreement; (c) any Environmental Actions relating to, arising out of warranty or resulting from other claim pertaining to products produced or service performed by the Company (iincluding predecessor companies) the Environmental Conditions of any Facility owned currently on or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, before the Closing Date; (d) the use, (ii) operation or ownership of any Environmental Conditions known to Sellers of the assets of the Company or the Acquired Companies at the time business or operation of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission business of the Acquired Companies Company on or prior to the Closing Date; or (de) any matter set forth violation or breach of any laws, statutes and regulations; (f) any litigation, pending suit, claim, proceeding or cause of action, including, without limitation, those lawsuits listed on Schedule 8.2. Such obligations apply regardless 3.12, and including, without limitation, any claim, cause of action, lawsuit or proceeding related thereto or arising therefrom or from the same circumstances or set of facts as those underlying lawsuits listed on Schedule 3.12, whether now or existing or hereafter brought, (g) any claims by or liabilities with respect to any employee of the presence Company regarding his or her employment or termination of a Third-Party Claim. For purposes employment by the Company on or prior to the Closing Date, (h) accounts receivable which were not collected by the Company or purchased from the Surviving Corporation by the Shareholders pursuant to Section 3.25 and entered into in the ordinary course of determining the amount of Damages for which indemnification is provided hereunder business; and (but not for the purpose of determining whether a breach of a representationi) any taxes, warranty or covenant has occurred)fines, each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate penalties or other instrument delivered pursuant hereto, shall costs or expenses which are required to be deemed to have been made without paid as per the inclusion Illinois Department of limitations Revenue or qualifications as to materiality such as the word “material,” if Illinois Department of Employment Security in connection with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedbulk sales filings.

Indemnification of Buyer. Subject to the provisions of this Article 8Paragraph 4.25, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save and keep Seller will indemnify Buyer and its respective Affiliates (including the Acquired Companies after they are acquired)hold it harmless from and against any and all damages, their respective memberslosses, managersdeficiencies, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liabilityactions, demands, claimsjudgments, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages costs and expenses, expenses (including without limitation, reasonable attorneys’ ' and accountants' fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (collectively, “"Damages”") sustained of or incurred by any of the against Buyer Indemnitees to the extent they are a result of, arise resulting from or arising out of or are by virtue of: (a) any misrepresentation or breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each representation of the representations, warranties and covenants made by any Party Seller contained in this Agreement, or in any certificate agreement, document or instrument delivered by or on behalf of Seller pursuant to or in connection with this Agreement; (b) the breach or nonfulfillment of any covenant or agreement of Seller contained in this Agreement or in any agreement, document or instrument delivered by or on behalf of Seller pursuant to or in connection with this Agreement; (c) except for the Assumed Liabilities, any liabilities or obligations of Seller or the Foreign Subsidiaries arising out of the ownership or operation of the Subject Business prior to the Closing Date, including, without limitation, any assessments, claims or liabilities (including interest and penalties) for federal, state, local or foreign income, sales, use, franchise, transfer or other instrument delivered pursuant heretotaxes, shall be deemed any claim for nonperformance or breach of contract, any claim for worker's compensation or unemployment compensation, any liability or obligation of Seller or a Foreign Subsidiary to have been made any of its employees or former employees, any litigation or proceeding (whether or not set forth in Schedule 4.7), and any claims for personal injury or property damage; (d) any violation of the Worker Adjustment and Retraining Notification Act or similar notification requirements under state law which occurs prior to the Closing; or (e) without limiting the inclusion foregoing, any claims for refunds or Damages caused by actions or omissions which occurred prior to the Closing Date under any of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedAssumed Contracts.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 9.1 prior to the provisions of this Article 8Closing), Sellers shallMx. Xxxx Sxxx Xxxx, and the Beneficial Holders hereby jointly and severallyseverally agree to indemnify and hold harmless Buyer, in accordance with Section 8.14, indemnify, defend, save each of its Affiliates and keep Buyer each of its and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officerspartners, directors, successors officers, employees, stockholders, attorneys and assigns agents and permitted assignees (collectively, the “Buyer Purchaser Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claimsdeficiency or damage, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, and diminution in value, consequential damages value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses, including without limitation, reasonable attorneys’ fees, court costs ) (each of the foregoing a “Loss,” and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “DamagesLosses”) incurred or sustained or incurred by any of the Buyer Indemnitees to the extent they are Purchaser Indemnitee as a result of, arise out of or are by virtue of: in connection with (a) any breach ofbreach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy inor nonfulfillment of any of the representations, any representation or warranty, warranties and covenants of Acquired Companies or Sellers, set forth in this Agreement the Company or any exhibit or schedule hereto, Beneficial Holders contained herein or any written statement certificate or certificate furnished or to be furnished to Buyer other writing delivered pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownhereto, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred consumer complaints) for any period prior to, to the Closing Date, (iic) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, (d) any Environmental Conditions known to Sellers or the Acquired Companies at the time claims by any employee of the Closing for Company or any Facility which is of its Subsidiaries with respect to any period or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies event occurring on or prior to the Closing Date; , or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless relating to the termination of employee’s employment status in connection with the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made transactions contemplated by any Party in this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on or prior to the Closing Date, or (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Beneficial Holders to the Purchaser Indemnitees with respect to Losses shall not exceed the Purchase Price (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with any of clauses (b) through (f) of this Section 10.1. No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $300,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the failure of any Beneficial Holders to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject Stockholder and, in the event the ------------------------ Acquisition is not consummated and only to the provisions of this Article 8extent applicable, Sellers shallthe Company, jointly and severally, in accordance with Section 8.14, indemnify, defend, severally covenant and agree to indemnify and save and keep Buyer and hold Buyer, its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors employees, agents and assigns representatives, each person who controls Buyer within the meaning of the Securities Act, and the Company (collectivelyin the event the Acquisition is consummated and only to the extent applicable) harmless from and against any loss, the “Buyer Indemnitees”)expense, harmless against and from all liability, demandsclaim or legal damages (including, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court fees and disbursements of counsel and other costs and other feesexpenses incident to any actual or threatened claim, disbursements and expensessuit, whether payable in cash, property action or otherwise (collectively, “Damages”proceeding) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise arising out of or are by virtue ofresulting from: (ai) any inaccuracy in or breach ofof any representation, or inaccuracy in, any representation or warranty, of Acquired Companies covenant or Sellers, set forth agreement made by Stockholder or the Company in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document writing delivered by Acquired Companies or Sellers pursuant to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or at the Closing; (ii) the failure of Stockholder or the Company to perform or observe fully any exhibit covenant, agreement or schedule hereto, or any written statement or certificate furnished or provision to be furnished performed or observed by it pursuant to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, this Agreement; (ciii) any Environmental Actions relating toactual or threatened claim, suit, action or proceeding arising out of or resulting from (i) the Environmental Conditions conduct by the Company of any Facility owned currently its business or in operations on or before the past in whole or in part by any Sellers or Acquired Companies Closing Date, including, but not limited to, those arising out of or resulting from conditions that were in existence as of, relating to (A) the employment relationship existing before Closing between the Company and its affiliates and any and all current or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time former employees of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third partyeither, or (iiiB) the compliance with all Agency and other standards and regulations and contractual commitments applicable to mortgage loans originated before Closing by the Company; (iv) any act or omission failure to have obtained all Permits, consents, waivers, approvals, licenses and authorizations required in connection with the execution and delivery of this Agreement and the consummation of the Acquired Companies on or prior transactions contemplated hereby; (v) the Company maintaining after the Closing its existing escrow practices through the date it completes its first post-closing annual escrow analysis; (vi) the Company maintaining its existing practices relating to adjusting mortgage interest rates through the anniversary date of the Closing; and (vii) any tax liabilities incurred by the Company and/or Buyer as a result of the divestiture by the Company of the Divested Business provided, -------- however, that Stockholder shall have no obligation to indemnify Buyer ------- pursuant to any of the foregoing to the extent the Buyer is obligated to indemnify Stockholder with respect to such matter pursuant to Section 14.2(b). Stockholder agrees to reimburse Buyer, the Company, or other indemnified party, as the case may be, promptly upon demand for any unreimbursed payment made or loss suffered by Buyer, the Company, or other indemnified party, as the case may be, at any time after the Closing Date; Date in respect of any damage, loss, cost, expense, deficiency, liability, judgment, claim, action or (d) demand to which the foregoing indemnity relates, provided, however, any matter set forth on Schedule 8.2. Such obligations apply regardless of such unreimbursed payment or loss suffered that does not exceed $5,000 shall not be reimbursed until the presence of a Third-Party Claim. For purposes of determining the aggregate amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty such unreimbursed payments or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedlosses exceeds $5,000."

Indemnification of Buyer. Subject to the other provisions of this Article 8Article, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, the Shareholder shall defend, save indemnify and keep Buyer and hold Buyer, together with its respective directors, officers, employees, shareholders, subsidiaries, agents, advisors, attorneys, accountants, consultants and Affiliates (including without limitation the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors Company and assigns the Subsidiaries) (collectively, the “"Buyer Indemnitees”"), harmless against from and from all against, and promptly reimburse the Buyer Indemnitees for, any loss, expense, damage, deficiency, liability, demands, claims, actions claim or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expensesobligation, including without limitationlimitation investigative costs, reasonable costs of defense, settlement costs (subject to approval as provided below) and attorneys’ fees, court costs ' and other fees, disbursements and expenses, whether payable in cash, property or otherwise accountants' fees (collectively, “Damages”"Losses") sustained that any Buyer Indemnitee incurs or incurred to which any Buyer Indemnitee becomes subject (directly or indirectly, including without limitation by any virtue of the Buyer Indemnitees occurrence of any Losses at the Company and including without limitation future costs and expenses reasonably expected to the extent they are a result ofbe incurred in connection with any Loss), which Losses arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from with (i) the Environmental Conditions any Breach by any Seller of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out provision of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Datethis Agreement, (ii) any Environmental Conditions known to Sellers or claim asserted by any third party that, assuming the Acquired Companies at the time truth thereof, would constitute a Breach by any Seller of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third partyprovision of this Agreement, or (iii) any act obligation in connection with any transaction listed on, or omission improperly omitted from, Disclosure Schedule 3.6(f), (iv) the Proceedings, whether or not listed on Disclosure Schedule 3.5(c), (v) any Tax in excess of the Acquired Companies applicable funded reserve for accrued but unpaid Taxes owed by the Company or a Subsidiary for any period (or portion of a period) prior to the date hereof, (vi) any promissory note, installment sales contract or similar arrangement of any customer of the Company or a Subsidiary entered into or agreed to prior to the date hereof and pursuant to which the Company or a Subsidiary is or may be contingently liable as a guarantor or other obligor either with limited or full recourse, or (vii) any claim, suit or other legal action arising against the Company, Buyer or their Affiliates after the Closing Date based on events occurring or circumstances existing prior to August 10, 2000, that would have been required to be listed on Disclosure Schedule 3.5(c) if such claim, suit or other legal action had been asserted prior to the Closing Date; Date or (dviii) any matter set forth on Schedule 8.2. Such obligations apply regardless Adjustment in excess of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached$500,000.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 9.1 prior to the provisions of this Article 8, Sellers shall, Closing) and the Beneficial Holders hereby jointly and severallyseverally agree to indemnify and hold harmless Buyer, in accordance with Section 8.14, indemnify, defend, save each of its Affiliates and keep Buyer each of its and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officerspartners, directors, successors officers, employees, stockholders, attorneys and assigns agents and permitted assignees (collectively, the “Buyer Purchaser Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claimsdeficiency or damage, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, and diminution in value, consequential damages value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses, including without limitation, reasonable attorneys’ fees, court costs ) (each of the foregoing a “Loss,” and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “DamagesLosses”) incurred or sustained or incurred by any of the Buyer Indemnitees to the extent they are Purchaser Indemnitee as a result of, arise out of or are by virtue of: in connection with (a) any breach ofbreach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy inor nonfulfillment of any of the representations, any representation or warranty, warranties and covenants of Acquired Companies or Sellers, set forth in this Agreement the Company or any exhibit or schedule hereto, Beneficial Holders contained herein or any written statement certificate or certificate furnished or to be furnished to Buyer other writing delivered pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownhereto, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred consumer complaints) for any period prior to, to the Closing Date, (iic) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, (d) any Environmental Conditions known to Sellers or the Acquired Companies at the time claims by any employee of the Closing for Company or any Facility which is of its Subsidiaries with respect to any period or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies event occurring on or prior to the Closing Date; , or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless relating to the termination of employee’s employment status in connection with the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made transactions contemplated by any Party in this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on or prior to the Closing Date, or (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Beneficial Holders to the Purchaser Indemnitees with respect to Losses shall not exceed the Purchase Price (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with any of clauses (b) through (f) of this Section 10.1. No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the failure of any Beneficial Holders to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject Seller agrees to the provisions of this Article 8pay and be liable to Buyer, Sellers shallits affiliates and their respective directors, jointly officers and severallyemployees (herein individually a "Buyer Indemnified Party" and collectively, in accordance with Section 8.14"Buyer Indemnified Parties") and shall assume, indemnify, defend, save defend and keep hold harmless the Buyer Indemnified Parties from and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from in respect of any and all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficienciesliabilities, lost profitstaxes, diminution in valuesanctions that arise (A) under Section 4980B of the Code and Part 6 of Title I of ERISA, consequential damages interest and expensespenalties, including costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expensesreasonable legal fees incurred in connection therewith and in seeking indemnification therefor, whether payable in cash, property and any amounts or otherwise (collectively, “Damages”) sustained expenses required to be paid or incurred in connection with any action, suit, proceedings, claim, appeal, demand, assessment or judgment) imposed upon, incurred by, or assessed against any Buyer Indemnified Party arising by reason of or relating to any failure to comply with the health care continuation coverage requirements of Section 4980B of the Buyer Indemnitees to the extent they are a result of, arise out Code and Part 6 of Title I or are by virtue of: (a) any breach of, ERISA which failure occurred or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from occurs (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; Date with respect to any current or former employee of Seller or any qualified beneficiary of such employee (as defined in Section 4980B(g)(1) of the Code), or (dii) after the Closing Date with respect to any matter set forth on Schedule 8.2. Such obligations apply regardless current or former employee of Seller who does not at any time become entitled to coverage under any group health plan, within the meaning of Section 5000(b)(1) of the presence Code, of a Third-Party Claim. For purposes Buyer, or with respect to any dependent of determining such employee and for any failure to comply with the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty notice or covenant has occurred), each other requirements of the representationsAct, warranties and covenants made by and/or (B) in connection with any Party in this Agreementemployee complaints and/or matters pending before any applicable administrative agencies, including without limitation, the National Labor Relations Board, EEOC, Department of Labor, Department of Fair Employment Housing, and/or any applicable collective bargaining dispute resolution forums prior to the Closing Date or in any certificate or other instrument delivered pursuant hereto, shall be deemed relating to have been made without incidents arising prior to the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedClosing Date.

Indemnification of Buyer. Subject Except as otherwise set forth herein, Seller, Schleck and each Selling Member hereby severally but not jointly agree to the provisions indemnify and hold harmless Buyer, each of this Article 8, Sellers shall, jointly its Affiliates and severally, in accordance with Section 8.14, indemnify, defend, save each of its and keep Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officerspartners, directors, successors officers, employees, shareholders and assigns agents and permitted assignees (collectively, the “Buyer Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claimsdeficiency, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profitsdamage, diminution in value, consequential damages and expenses, value or claim (excluding costs of investigation but including without limitation, reasonable attorneys’ fees, court fees and other reasonable costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise ) (all of the foregoing collectively, “DamagesLosses”) incurred or sustained or incurred by any of the Buyer Indemnitees to the extent they are Indemnitee (calculated and paid in accordance with Section 10.6) as a result of, arise out of or are by virtue of: in connection with (a) any breach ofbreach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy inor nonfulfillment of any of the representations, any representation or warranty, warranties and covenants of Acquired Companies or Sellers, set forth in this Agreement Seller or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto Selling Member contained herein or in any closing document of the Additional Agreements or any certificate or other writing delivered pursuant hereto, including any breach of Section 8.5(b) by Acquired Companies any Selling Member (or Sellers to Buyer representative of any Selling Member) or Schleck in connection herewith other than the Ancillary Agreements which shall stand on their ownhis capacity as President of Buyer, (b) any breach claims or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers third parties with respect to the Core Business (including breach of contract claims, violations of warranties, trademark infringement, torts or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred consumer complaints) for any period prior to, to the Closing Date, (iic) the violation of any Laws in connection with or with respect to the operation of the Core Business prior to the Closing Date, (d) any Environmental Conditions known to Sellers Excluded Asset or Excluded Liability, including any service and maintenance obligations, (e) the Acquired Companies at the time existence, ownership, structure, assets, liabilities, operations, liquidation or dissolution of Seller after the Closing for any Facility which is or was leased by the Acquired Companies from an independent third partyDate, or (iiif) any act claims by any employee of Seller with respect to any period or omission of the Acquired Companies event occurring on or prior to the Closing Date; , or relating to the termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (g) the failure to pay to any Tax Authority any Taxes that arose with respect to periods before the Closing Date, or to file with any Tax Authority any Tax Return covering periods before the Closing Date, or (dh) any matter Environmental Claims that arose with respect to periods before the Closing Date; provided, however, notwithstanding anything to the contrary set forth herein, any indemnification (or Action for indemnification) by Seller, Schleck and each Selling Member or any Buyer Indemnitee with respect to Section 10.1(h) shall be on Schedule 8.2a joint and several basis. Such obligations apply regardless The total payments made by Seller, Schleck and Selling Members to the Buyer Indemnitees with respect to Losses shall not exceed an amount equal to the Closing Payment Shares as of the presence Closing Date (the “Seller Indemnifiable Loss Limit”), except that the Seller Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with any of clauses (e), (g) and (h) of this Section 10.1. No Buyer Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Buyer Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Seller Indemnifiable Loss Limit, the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses exceeding the Basket; provided, however, any Losses relating to or arising under or in connection with any of clauses (e), (g) and (h) of this Section 10.1, Claims arising from or related to fraud or any Claims arising from a Third-Party Claimbreach of Section 8.4 (and any indemnification of Buyer Indemnitees arising therefrom) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 10.1, (i) any Losses incurred by any Buyer Indemnitee in connection with any Excluded Liability, and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of Seller or any Selling Member to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any such case, be subject to or applied against the Seller Indemnifiable Loss Limit or the Basket, respectively. For purposes of determining computing Losses suffered by Buyer hereunder, Seller acknowledges and agrees that the amount Purchase Price is based upon a multiple of Damages for which indemnification is provided hereunder (but not for the purpose earnings of determining whether a Seller and that any breach of a representation, warranty or covenant has occurred)by Seller hereunder which reflects or results in a reduction in the historical earnings upon which the Purchase Price is based may cause Buyer to suffer Losses corresponding to an equivalent multiple of such reduction in earnings; that to the extent Buyer recovers any such earnings-based Losses, each payment shall be made by Seller (or Selling Members) in the same combination of cash and Parent Common Stock received by Seller (provided, further, that, in the event any part of such indemnification payment is in the form of Payment Shares, such Payment Shares shall be valued at the higher of the representations, warranties and covenants made by any Party in this Agreement, then current Average Price or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality Average Price on the date such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedParent Shares were issued).