Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10, Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to or incur as a result of, arising from or relating to: (i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto; (ii) any breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permits.

Indemnification of Buyer. Seller agrees, jointly and severally, to defend, indemnify, and hold harmless Buyer, and their respective successors and assigns (individually a “Buyer Indemnitee,” and collectively the “Buyer Indemnitees”) from, against, and in respect of the following: (a) Subject to the limitations contained in this ARTICLE 10, Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that any Buyer Indemnified Party maylosses, directly damages, deficiencies or indirectlyliabilities caused by, sufferresulting or arising from, sustain, become subject to or incur as a result of, arising from or otherwise relating to: : (i) any misrepresentation in or breach of any representation the representations and warranties of Seller or warranty of the Company Group, the Sellers’ Representative, or any Seller Companies contained in this Agreement or in any scheduleinstrument, certificate or instrument affidavit delivered pursuant hereto; by or on behalf of Seller or the Companies at the Closing in accordance with this Agreement; or (ii) any breach failure by either Seller or the Companies to perform or otherwise fulfill or comply with (X) if this Agreement shall have been terminated, any covenant, undertaking, agreement or obligation to be performed, fulfilled or complied with by Seller or the Companies prior to or in connection with the Closing or (Y) if the Closing shall occur, any covenant, undertaking or other agreement or obligation of Seller under this Agreement to be performed, fulfilled or otherwise complied with by Seller after the Closing. Without limiting the foregoing in any covenant manner, Seller shall indemnify Buyer from any and all claims made by the previous shareholders or agreement of investors in the Company Groupor any predecessor company of which the Seller was in control of day to day operations; and (b) subject to the provision of Article 9, any Seller, or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes (or the non-payment thereofi) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwisetaxable period, or pursuant to any Lawportion thereof, which Taxes relate to an event or transaction occurring ending on or before the Closing Date; , or, (Dii) imposed with respect to the ownership, use or operation of, including income and revenues from, the Sellers’ Shares and the Company’s assets on or before the date of this Agreement. (c) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of Labor Claims asserted against the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or with respect to periods prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; . (Ed) any and all Taxes of actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys’ fees, incurred by the Buyer Indemnities in connection with investigating, defending, settling or prosecuting any Seller; (F) any employmentaction, payroll suit, proceeding or other Taxes payable by claim against Buyer hereunder, incident to any of the Companyitems referred to in this Section 9.1; provided, HSW and/or MHM attributable that, if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee in respect of which such Buyer Indemnitee proposes to wagesdemand indemnification, compensation such Buyer Indemnitee shall notify Seller thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents and all other relevant documents in the possession of the Buyer Indemnities and an explanation of the Buyer Indemnities contentions and defences with as much specificity and particularity as the circumstances permit; provided, further, that the failure of the Buyer Indemnities to give such notice or provide such documentation shall not relieve Seller of their obligations under this Section 9.1, if Seller shall not have been prejudiced thereby (and then solely to the extent thereof). Subject to rights of or duties to any insurer or other amounts payable with respect third Person having liability therefore, Seller shall have the right within ten (10) days after receipt of such notice to a Pre-Closing Tax Period assume in writing the control of the defence, compromise or pursuant to this Agreement including settlement of any such Taxes attributable to a Pre-Closing Tax Period that any of the Companyaction, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Actsuit, proceeding, claim, liability, demand, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Dateassessment, including, without limitationat their own expense, through employment of counsel; provided further, however, that, if Seller shall have exercised their right to assume such control, the application of Section 481 or Section 263A Buyer Indemnities may, in its sole discretion and at its sole expense, employ counsel to represent it (in addition to counsel employed by Seller) in any such matter, and in such event counsel selected by Seller shall be required to cooperate with such counsel of the Code (Buyer Indemnitee in such defence, compromise or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss settlement for the entity for purpose of informing and sharing information with such Tax Period (Buyer Indemnitee. So long as Seller is defending in good faith any such claim or portion thereof) beginning after demand asserted by a third Person against the Closing Date is (1) Buyer Indemnitee, the taxable income Buyer Indemnitee shall not settle or gain for compromise such period (claim or portion thereof) associated with demand. If Seller has assumed the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application defence of any such limitations on the amount claim or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each casedemand, except then they shall not consent to the extent such Taxes were taken entry of judgment or enter into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses settlement without the prior written consent of the Company GroupBuyer Indemnitee, MHM which consent shall not be unreasonably withheld. The Buyer Indemnitee shall make available to Seller or Sellers and/or any unpaid Indebtedness that is not assumed by their agents all records and other materials in the Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company GroupIndemnitee’s failure to obtain any approvals of any Governmental Bodies possession reasonably required by the Regulatory Permitsthem for their use in contesting any third party claim or demand.

Indemnification of Buyer. (a) Subject to the limitations contained set forth in this ARTICLE 10Section 9, Buyer, its Affiliates (including the Company Group Securityholders agree to indemnify and MHM following the Closing), hold harmless Buyer and its successorsofficers, directors, managers, officers, agents and employees, shareholders and agents (collectivelyeach person or entity, if any, who controls or may control Buyer within the “Buyer Indemnified Parties”) following meaning of the Closing shall be indemnified Securities Act from and held harmless as provided in this ARTICLE 10 from against any and all Losses that any Buyer Indemnified Party mayclaims, directly or indirectlydemands, sufferactions, sustaincauses of actions, become subject losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (hereinafter referred to or incur as a result of, “Damages”): 9.2.1 arising from or relating to: (i) out of any misrepresentation in or breach of any representation or warranty default of the representations, warranties and covenants given or made by Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedulecertificate, certificate document or instrument delivered by or on behalf of Company pursuant hereto;, provided, however that for purposes of this Section 9.2.1 only, the Company shall only be deemed to have breached a representation, warranty or covenant that contains a limitation based upon the absence of a Material Adverse Effect, or any other materiality qualification, if such breach results in more than $3,500 in Damages to the Buyer; or (ii) any breach 9.2.2 arising out of any covenant liabilities or agreement obligations of the Company Groupintended to be assumed by Spinco in connection with the Spinoff, any Seller, or the Sellers’ Representative in this Agreementas set forth on Schedule 4.17; 9.2.3 for any income taxes (iiiincluding alternative minimum taxes) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM Company for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed period ending on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; ; 9.2.4 for (Da) any and all Taxes taxes of the Company for the period ending on the Closing Date other than those specified in Section 9.2.3, (b) any taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of the Company, HSW and/or MHM its subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to before the Closing Date, including pursuant to Treasury Regulations Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; foreign law or regulation and (Ec) any and all Taxes taxes of any Seller; (F) any employment, payroll other person imposed on the Company or other Taxes payable its subsidiaries as a transferee or successor by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period contract or pursuant to this Agreement including any such Taxes attributable law, rule or regulations which relate to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, an event or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to transaction occurring before the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity that the taxes specified in such Tax Period after clauses (a), (b) and (c) of this Section 9.2.4 exceed the application of reserve for tax liability (rather than any such limitations reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses face of the Company GroupBalance Sheet (rather than in any notes thereto); or 9.2.5 resulting from any failure of the Stockholders to have good, MHM valid and marketable title to the issued and outstanding Company Stock held by them, free and clear of all liens, claims, pledges, options, adverse claims, assessments or Sellers and/or charges of any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex Inature whatsoever, or any allocation to have full right, capacity and authority to vote such Company Stock in favor of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or Merger and the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required other transactions contemplated by the Regulatory PermitsMerger Agreement. The foregoing are collectively referred to as the “Buyer Indemnity Claims.”

Indemnification of Buyer. (a) Subject Seller agrees to the limitations contained in this ARTICLE 10, pay and be liable to Buyer, its Affiliates (including the Company Group affiliates and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders officers and agents employees (herein individually a "Buyer Indemnified Party" and collectively, the “"Buyer Indemnified Parties”") following and shall assume, indemnify, defend and hold harmless the Closing shall be indemnified Buyer Indemnified Parties from and held harmless as provided against and in this ARTICLE 10 from respect of any and all Losses losses, damages, liabilities, taxes, sanctions that arise (A) under Section 4980B of the Code and Part 6 of Title I of ERISA, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith and in seeking indemnification therefor, and any amounts or 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 may, directly or indirectly, suffer, sustain, become subject to or incur as a result of, arising from by reason of or relating to: to any failure to comply with the health care continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I or ERISA which failure occurred or occurs (i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto; (ii) any breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable Date with respect to a Pre-Closing Tax Period any current or pursuant to this Agreement including former employee of Seller or any qualified beneficiary of such Taxes attributable to a Pre-Closing Tax Period that any employee (as defined in Section 4980B(g)(1) of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES ActCode), or any similar election under state or local Tax Law; (Gii) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result with respect to any current or former employee of Seller who does not at any change time become entitled to coverage under any group health plan, within the meaning of Section 5000(b)(1) of the Code, of Buyer, or with respect to any dependent of such employee and for any failure to comply with the notice or other requirements of the Act, and/or (B) in method connection with any employee complaints and/or matters pending before any applicable administrative agencies, including without limitation, the National Labor Relations Board, EEOC, Department of accounting for a Taxable Period (Labor, Department of Fair Employment Housing, and/or any applicable collective bargaining dispute resolution forums prior to the Closing Date or portion thereof) ending on or relating to incidents arising prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permits.

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10Seller will indemnify, defend and hold Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders employees and agents (collectively, the “Buyer Indemnified PartiesIndemnitees”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all Proceeding costs and expenses and reasonable attorneys’ fees and 30 expenses (collectively, “Losses”) that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to Indemnitee may suffer or incur as a result of, arising from of or relating to: : (ia) any misrepresentation in or the breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any made by Seller in this Agreement or in pursuant hereto or any scheduleallegation by a third Person that, certificate or instrument delivered pursuant hereto; if true, would constitute such a breach; (iib) any the breach of any covenant agreement made by Seller in this Agreement or agreement pursuant hereto or any allegation by a third Person that, if true, would constitute such a breach; (c) the breach of any fiduciary duty or other claim arising as a result of or prior to the Closing Date under or with respect to any Employee Benefit Plans of Seller; (d) any Liability of Seller, other than the Assumed Liabilities, including any Proceeding or other third Person claim, relating to or arising from the activities or operation of the Company Group, Business with respect to any Seller, or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes period of time (or the non-payment portion thereof) imposed on occurring as a result of or prior to the Closing, including any Liability of Seller relating to or arising from the Company, HSW and/or MHM for classification of persons used in the Business as “employees” or attributable to a Pre-Closing Tax Period, “independent contractors”; or (Be) any Taxes of Seller or the CompanySelling Person for any taxable period, HSW and/or MHM imposed with respect to deferred revenues whether before or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before after the Closing Date; (D) any and all , Taxes of any member Seller or the Selling Person arising out of an affiliated, consolidated, combined or unitary group of which any of resulting from the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or Assets and Business prior to the Closing Date, including pursuant to any Liability of Seller or the Selling Person for unpaid Taxes of any Person under Treasury Regulations Regulation Section 1.1502-6 or any analogous (or similar state, local or non-U.S. Law; (E) any and all Taxes provision of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Companylaw), HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined successor or transferee by contract or otherwise, or payments pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Groupa Tax allocation agreement, MHM Tax sharing agreement, Tax indemnity agreement or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, similar agreement regarding Taxes or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount other Taxes for which Seller or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM Selling Person are responsible under Section 4.4 or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permits.Section 4.5. 5.2

Indemnification of Buyer. (a) Subject to the limitations contained set forth in this ARTICLE 10Sections 6.2(b) and 6.2(c), Buyerthe Seller Shareholders shall, jointly and severally, indemnify Buyer and each of its respective Affiliates (including the Company Group and MHM following including, after the Closing, the Company), officers, directors, employees, agents, representatives, successors and assigns (each a “Buyer Party”), and its successorssave and hold each of them harmless from and against, directorsand pay on behalf of or reimburse any Buyer Party as and when incurred for, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that which any Buyer Indemnified Party may, directly or indirectly, may suffer, sustain, sustain or become subject to or incur as a result of, arising from or relating to: (i) any misrepresentation in or breach of any representation or warranty of made by the Company Group, the Sellers’ Representative, or any a Seller Shareholder in Article 2 of this Agreement or and in any schedule, certificate or instrument other Transaction Document delivered pursuant heretoby the Company in connection with the Closing; (ii) any breach of any covenant made by or agreement in respect of the Company Group, prior to the Closing or a Seller Shareholder prior to or after the Closing under this Agreement or any Seller, or the Sellers’ Representative in this Agreementother Transaction Document; (iii) (A) all Taxes (or the non-payment thereof) imposed on any Liability of the Company, HSW and/or MHM or a Seller Shareholder, or Buyer or any of their respective Affiliates for or attributable to a Pre-Closing Tax Period, (BA) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues any Tax period ending on or prepaid amounts arising in prior to the Closing Date (or for any Pre-Closing Tax Straddle Period, regardless the portion of when recognized for Tax purposes; (C) any such period beginning before and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring ending on or before the Closing Date; Date in accordance with Section 4.2(d) hereof), (DB) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section Regulation §1.1502-6 or any analogous or similar state, local local, or non-U.S. Law; law or regulation, (C) any and all Taxes of any Person (other than the Company) imposed on Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing, (D) all Taxes for which the Seller Shareholders are responsible pursuant to Section 4.2(a), (E) any and all Taxes of any Seller; with respect to payments to the SAR Holders pursuant to Section 1.2(b)(iii) or pursuant to the Cash-Out Agreements, and (F) any employmentCompany 338(h)(10) Taxes; provided, payroll or other Taxes payable by any however, that in the case of clauses (A)(F) above, the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes Seller Shareholders shall be calculated as if the liable only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent that such Taxes were taken into account as Indebtedness exceed the amount, if any, specifically accrued or as a liability reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Final Working Capital (as finally determined pursuant to Section 1.3);Capital; and (iv) any unpaid Transaction Expenses claim by any Person or Persons related to, or arising out of, any of the Company Groupforegoing. Notwithstanding anything to the contrary contained in this Agreement, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at for purposes of determining the Closing; (v) any error in Annex I, or any allocation amount of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with that are the Company Group’s failure subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each other Transaction Document shall be read without regard and without giving effect to obtain any approvals the term(s) “material” or “material adverse effect” in each instance where the effect of any Governmental Bodies required by the Regulatory Permitssuch term(s) would be to make such representation and warranty less restrictive (as if such words were deleted from such representation and warranty).

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10Seller will indemnify, defend and hold Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders employees and agents (collectively, the “Buyer Indemnified PartiesIndemnitees”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses Liabilities, obligations, claims, contingencies, damages, costs, expenses and Taxes, including all Proceeding costs and expenses and reasonable attorneys’ fees and expenses (collectively, “Losses”) that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to Indemnitee may suffer or incur as a result of, arising from of or relating to: (ia) any misrepresentation in or the breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any made by Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto, or the Indian Subsidiary Purchase Agreement or pursuant thereto, or any allegation by a third Person that, if true, would constitute such a breach; (iib) any the breach of any agreement or covenant made by Seller in this Agreement or agreement of the Company Group, any Sellerpursuant hereto, or the Sellers’ Representative in this AgreementIndian Subsidiary Purchase Agreement or pursuant thereto, or any allegation by a third Person that, if true, would constitute such a breach; (iiic) (A) all Taxes (the breach of any fiduciary duty or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for other claim arising under or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless Employee Benefit Plans of when recognized for Tax purposes; Seller; (Cd) any and all Taxes of any Person imposed on any Excluded Liability or other Liability of the CompanyAcquired Companies, HSW and/or MHM as a transferee other than the Assumed Liabilities, including any Proceeding or successorother third Person claim, by contract, indemnification agreement relating to or otherwise, arising from the activities or pursuant operation of the Business with respect to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes period of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM time (or any predecessor of any of the foregoingportion thereof) is or was a member occurring on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; ; (Ee) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period Taxes; (f) any Seller Transaction Costs or pursuant Indebtedness of the Acquired Companies outstanding as of the Closing to this Agreement the extent not taken into account in the calculation of the Purchase Price as finally determined in accordance with Section 1.7; (g) any CARES Act Liability, including any such Taxes attributable to a Pre-Closing Tax Period that claim by any of the CompanyGovernmental Entity or any PPP lender for repayment, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Actpenalties, or any similar election under state or local Tax Law; (G) any and all Taxes violation of any of the Companyapplicable Law relating to Seller’s receipt, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Datemanagement, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards)any PPP Loan; and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3);or (ivh) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud matters set forth on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory PermitsSchedule 5.1(h).

Indemnification of Buyer. (a) Subject to the limitations contained set forth in this ARTICLE 10Sections 6.2(b) and 6.2(d), Buyer, its Affiliates each Selling Shareholder shall indemnify Buyer and Parent Company and their successors and assigns (including the Company Group and MHM following the Closingeach a “Buyer Party”), and its successorssave and hold each of them harmless from and against, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that pay on behalf of or reimburse any Buyer Indemnified Party mayas and when incurred for, directly or indirectlyall Losses, which any Buyer Party may suffer, sustain, sustain or become subject to or incur as a result of, arising from or relating to: (i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or made by any Seller Selling Shareholder and contained in this Agreement Agreement, any other Transaction Document or in any scheduleschedule or exhibit attached to this Agreement, any other Transaction Document or in any certificate delivered by any Selling Shareholder or instrument delivered pursuant heretoSeller Shareholder Representative in connection with the Closing; (ii) any breach of any covenant made by or agreement in respect of the Company Groupa Group Company, any Seller, a Selling Shareholder or the Sellers’ Seller Shareholder Representative in under this AgreementAgreement or any other Transaction Document; (iii) any Liability of in respect of any Group Company of a Selling Shareholder for (Ai) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member Selling Shareholder of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM Company (or any predecessor of any of the foregoing) is or was a member thereof on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local local, or non-U.S. Law; or other applicable law or regulation, and (Eii) any and all Taxes of any Sellerperson (other than a Group Company) imposed on a Group Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (Fi) and (ii) above, the Selling Shareholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to the Purchase Price. The Selling Shareholders shall reimburse Buyer for any Taxes of a Group Company that are the responsibility of the Selling Shareholders pursuant to this Section 6.2(a)(iii) within fifteen (15) Business Days after payment of such Taxes by Buyer or the applicable Group Company by first deducting such Taxes from the Escrow Account ; and (iv) any employmentclaim by any Person or Persons related to, payroll or other Taxes payable by arising out of, any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable foregoing. (b) Survival Date. The Selling Shareholders will not be liable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer claim made pursuant to Section 2302 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the CARES Actclaim, is given by a Buyer Party to the Seller Shareholder Representative: (i) on or any similar election under state or local Tax Law; (G) any and all Taxes of any before the date which is 90 days after the expiration of the Company, HSW and/or MHM applicable statute of limitations (including any extension or waivers thereof) with respect to amounts that claims arising under Sections 2.16 (Compliance with Laws) and/or 2.8(Tax Matters); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power), 2.2 (Capitalization), 2.3 (Company Subsidiaries; Investments), and/or 2.4 (Authorization; No Breach) as applicable (the representations and warranties contained in the Sections referenced in the clause (i) and clause (ii) in this Section 6.2(b) are required collectively referred to be taken into taxable income for any Tax Period herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and (iii) on or portion thereof) beginning after before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 (such date, with respect to each Section, is referred to herein as a result of any change its “Survival Date”). (c) it being understood that, subject to the limitations set forth in method of accounting for a Taxable Period (or portion thereofSection 6.2(d) ending below, so long as written notice is given on or prior to the Closing Dateapplicable Survival Date with respect to any claim, including, without limitation, the Selling Shareholder shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim through the application of Section 481 or Section 263A date of the Code claim, the end of the survival period and beyond. (d) The indemnification provided for in Section 6.2(a)(i), shall be subject to the following limitations: (i) Selling Shareholders will not be liable to any Buyer Party for any Losses under Section 6.2(a)(i) (A) unless and until the aggregate amount of Losses relating to all such breaches, (x) exceeds 65,000 SEK (“Minor Claims”) for any one claim or corresponding provisions series of state or foreign Tax lawsrelated claim amounts and (y) unless and until the aggregate amount of all claims exceed 1,000,000 SEK (the “Threshold”), at which time the Selling Shareholders shall be liable for the full amount of all such Losses from the first SEK of all such claims, including Minor Claims, in accordance with the terms hereof and (B) to transactionsthe extent that the aggregate for all such Losses exceeds thirty —Two million Five Hundred Thousand SEK (32,500,000 SEK) plus the amount of any Earn-out paid (the “Cap”); provided, events or accounting methods employed prior however, that, notwithstanding anything to the Closingcontrary in this Agreement, but in each casenone of the Threshold or the Cap or limitation of liability of any kind hereunder shall apply to the any Losses resulting or arising from breaches of any Buyer Fundamental Representation or any Losses resulting or arising from any instance of fraud, such Taxes intentional misrepresentation, willful misconduct or gross negligence of any Selling Shareholder (“Limit Liability Exception”). (ii) Buyer Party shall not be calculated as if entitled to make any claim to the only sources of taxable income, gain, deduction extent that a provision or loss allowance for the entity for such Tax Period matter of the Loss (whether as a specific reserve or portion thereofas a general reserve) beginning after has been made in the Closing Date Audited Accounts and/or the Latest Balance Sheet or the same is (1) otherwise taken account of or reflected in the taxable income or gain for such period (or portion thereof) associated with Audited Accounts and/or the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limitedLatest Balance Sheet, but, for the avoidance of doubt, such limitation, is only to the extent such net operating loss deduction can actually be deducted by such entity Loss is so reflected in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); Audited Accounts and/or Latest Balance Sheet. (iii) No liability shall arise if and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or that any claim (a) occurs as a liability result of the passing of any legislation not in Working Capital (force on the date of this Agreement, or which takes effect retrospectively, or occurs as finally determined pursuant to Section 1.3);a result of any increase in the tax rate in force on the date of this Agreement or any change in the generally established practice of the relevant tax authorities. (iv) It is specifically agreed that Buyer shall have all rights to enforce this Agreement but that Buyer may not seek any unpaid Transaction Expenses remedy under the Swedish Sale of Goods Act (Sw: köplagen) to rescind this Agreement or seek any other remedy under the Swedish Sale of Goods Act, unless permitted under this Agreement. Subject to the foregoing, the liability of Selling Shareholders shall be joint and several for all Liabilities and Losses hereunder, including all indemnification obligations hereunder for any Loss or Losses hereunder up to the amount of the Company GroupEscrow Amount. Except for claims, MHM Liabilities or Sellers and/or Losses which result or relate to a Limit of Liability Exception, to the extent Losses or Liabilities hereunder of Selling Shareholders, including for any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error indemnification obligation hereunder, are in Annex I, or any allocation excess of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount(“Excess Liability”), Regulatory Permit Escrow Amount or each Selling Shareholder’s liability for any Excess Liability shall several and not joint and several and shall be limited to the Aggregate Contingent Payment among the Sellers; (vi) any fraud amount of consideration received by such Selling Shareholder based on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Groupsuch Selling Shareholder’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory PermitsPro-Rata Share.

Indemnification of Buyer. (a) Subject Seller agrees to the limitations contained in this ARTICLE 10, pay and be liable to Buyer, its Affiliates (including the Company Group affiliates and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders officers and agents employees (herein individually a "Buyer Indemnified Party" and collectively, the “"Buyer Indemnified Parties”") following and shall assume, indemnify, defend and hold harmless the Closing shall be indemnified Buyer Indemnified Parties from and held harmless as provided against and in this ARTICLE 10 from respect of any and all Losses losses, damages, liabilities, taxes, sanctions that arise (A) under Section 4980E of the Code and Part 6 of Title I of ERISA, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith and in seeking indemnification therefor, and any amounts or 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 may, directly or indirectly, suffer, sustain, become subject to or incur as a result of, arising from by reason of or relating to: to any failure to comply with the health care continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I or ERISA which failure occurred or occurs (i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto; (ii) any breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable Date with respect to a Pre-Closing Tax Period any current or pursuant to this Agreement including former employee of Seller or any qualified beneficiary of such Taxes attributable to a Pre-Closing Tax Period that any employee (as defined in Section 4980B(g)(1) of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES ActCode), or any similar election under state or local Tax Law; (Gii) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result with respect to any current or former employee of Seller who does not at any change time become entitled to coverage under any group health plan, within the meaning of -42- 45 Section 5000(b)(1) of the Code, of Buyer, or with respect to any dependent of such employee and for any failure to comply with the notice or other requirements of the Act, and/or (B) in method connection with any employee complaints and/or matters pending before any applicable administrative agencies, including without limitation, the National Labor Relations Board, EEOC, Department of accounting for a Taxable Period (Labor, Department of Fair Employment Housing, and/or any applicable collective bargaining dispute resolution forums prior to the Closing Date or portion thereof) ending on or relating to incidents arising prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permits.

Indemnification of Buyer. (a) Subject to the limitations contained set forth in this ARTICLE 10Sections 6.2(b) and 6.2(d), Buyer, its Affiliates each Selling Shareholder shall indemnify Buyer and Parent Company and their successors and assigns (including the Company Group and MHM following the Closingeach a “Buyer Party”), and its successorssave and hold each of them harmless from and against, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that pay on behalf of or reimburse any Buyer Indemnified Party mayas and when incurred for, directly or indirectlyall Losses, which any Buyer Party may suffer, sustain, sustain or become subject to or incur as a result of, arising from or relating to: (i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or made by any Seller Selling Shareholder and contained in this Agreement Agreement, any other Transaction Document or in any scheduleschedule or exhibit attached to this Agreement, any other Transaction Document or in any certificate delivered by any Selling Shareholder or instrument delivered pursuant heretoSeller Shareholder Representative in connection with the Closing; (ii) any breach of any covenant made by or agreement in respect of the Company Groupa Group Company, any Seller, a Selling Shareholder or the Sellers’ Seller Shareholder Representative in under this AgreementAgreement or any other Transaction Document; (iii) any Liability of in respect of any Group Company of a Selling Shareholder for (Ai) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member Selling Shareholder of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM Company (or any predecessor of any of the foregoing) is or was a member thereof on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local local, or non-U.S. Law; or other applicable law or regulation, and (Eii) any and all Taxes of any Seller; person (Fother than a Group Company) any employmentimposed on a Group Company as a transferee or successor, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period contract or pursuant to this Agreement including any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i) and (ii) above, the Selling Shareholders shall be liable only to the extent that such Taxes attributable exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to a Pre-Closing reflect timing differences between book and Tax Period that any income) on the face of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of Balance Sheet (rather than in any change in method of accounting for a Taxable Period (or portion thereofnotes thereto) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as in determining the adjustment to the Purchase Price. The Selling Shareholders shall reimburse Buyer for any Taxes of a liability in Working Capital (as finally determined Group Company that are the responsibility of the Selling Shareholders pursuant to this Section 1.3);6.2(a)(iii) within fifteen (15) Business Days after payment of such Taxes by Buyer or the applicable Group Company by first deducting such Taxes from the Escrow Account ; and (iv) any unpaid Transaction Expenses claim by any Person or Persons related to, or arising out of, any of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permitsforegoing.

Indemnification of Buyer. (a) Subject to the limitations contained set forth in this ARTICLE 10Sections 6.2(b) and 6.2(d), Buyerthe Seller Shareholders shall, jointly and severally, indemnify Buyer and each of its respective Affiliates (including the Company Group and MHM following including, after the Closing, the Company), officers, directors, employees, agents, representatives, successors and assigns (each a “Buyer Party”), and its successorssave and hold each of them harmless from and against, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that pay on behalf of or reimburse any Buyer Indemnified Party mayas and when incurred for, directly or indirectly, all losses which any Buyer Party may suffer, sustain, sustain or become subject to or incur as a result of, arising from or relating to: (i) any misrepresentation in or breach of any representation or warranty of made by the Company Group, the Sellers’ Representative, or any a Seller Shareholder and contained in this Agreement Agreement, any other Transaction Document or in any scheduleschedule or exhibit attached to this Agreement, any other Transaction Document or in any certificate or instrument delivered pursuant heretoby the Company in connection with the Closing; (ii) any breach of any covenant made by or agreement in respect of the Company Group, or a Seller Shareholder under this Agreement or any Seller, or the Sellers’ Representative in this Agreementother Transaction Document; (iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) claim by any Taxes of the Company, HSW and/or MHM imposed Person with respect to deferred revenues any refund payments or prepaid amounts warranties arising in from any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of services provided by the Company, HSW and/or MHM as a transferee Company or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring employees thereof on or before the Closing Date; Date pursuant to any Contracts; (Div) any Liability of the Company, or a Seller Shareholder, or any of their respective Affiliates for (i) Taxes with respect to any Tax period ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent such Taxes are allocable to the portion of such period beginning before and ending on the Closing Date in accordance with Section 6.2 hereof), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section Regulation §1.1502-6 or any analogous or similar state, local local, or non-U.S. Law; law or regulation, and (Eiii) any and all Taxes of any Seller; person (F) any employment, payroll or other Taxes payable by any of than the Company) imposed on Company as a transferee or successor, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period by contract or pursuant to this Agreement including any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, Seller Shareholders shall be liable only to the extent that such Taxes attributable exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to a Pre-Closing reflect timing differences between book and Tax Period that any income) on the face of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of Balance Sheet (rather than in any change in method of accounting for a Taxable Period (or portion thereofnotes thereto) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant determining the adjustment to Section 1.3); (iv) the Purchase Price. Seller Shareholders shall reimburse Buyer for any unpaid Transaction Expenses Taxes of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed are the responsibility of the Seller Shareholders pursuant to this Section 6.2(a)(iv) within fifteen (15) Business Days after payment of such Taxes by Buyer at or Company by first deducting such Taxes from the Closing;Holdback Fund; and (v) any error in Annex Iclaim by any Person or Persons related to, or arising out of, any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permitsforegoing.

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10Sellers will, jointly and severally, indemnify, defend and hold Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders employees and agents (collectively, the “Buyer Indemnified PartiesIndemnitees”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to Indemnitee may suffer or incur as a result of, arising from of or relating to: (ia) any misrepresentation in or the breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller made by Sellers in this Agreement or in pursuant hereto or any scheduleallegation by a third Person that, certificate or instrument delivered pursuant heretoif true, would constitute such a breach; (iib) any the breach of any agreement or covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative made by Sellers in this AgreementAgreement or pursuant hereto or any allegation by a third Person that, if true, would constitute such a breach; (iiic) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes breach of any Person imposed on any of the Company, HSW and/or MHM as a transferee fiduciary duty or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member other claim arising on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 Date under or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any Employee Benefit Plans of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; Sellers; (Gd) any and all Excluded Liability; or (e) any Taxes of any of Sellers or the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income Selling Persons for any Tax Period (taxable period, whether before or portion thereof) beginning after the Closing Date as a result Date, Taxes of any change in method Sellers or the Selling Persons arising out of accounting for a Taxable Period (or portion thereof) ending on or resulting from the Assets and Business prior to the Closing Date, including, without limitation, through any Liability of Sellers or the application Selling Persons for unpaid Taxes of any Person under Treasury Regulation Section 481 or Section 263A of the Code 1.1502-6 (or corresponding provisions similar provision of state or foreign Tax laws) to transactionslocal law), events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined successor or transferee by contract or otherwise, or payments pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Groupa Tax allocation agreement, MHM Tax sharing agreement, Tax indemnity agreement or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, similar agreement regarding Taxes or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount other Taxes for which Sellers or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM Selling Persons are responsible under Section 4.4 or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory PermitsSection 4.5.

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10, Buyer, its Affiliates (including the Company Group From and MHM following after the Closing), the Sellers jointly and its successorsseverally, on behalf of themselves and any of their respective successors and assigns, hereby agree to indemnify Buyer and their subsidiaries, affiliates, shareholders, directors, managerspartners, officers, employees, shareholders agents, representatives and agents successors, permitted assigns of Buyer and their respective affiliates (the "Buyer Indemnified Parties") and save and hold them harmless from and against and pay on behalf of or reimburse the Buyer Indemnified Parties as and when incurred for any and all liabilities, demands, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, taxes, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that "Losses"), which any Buyer Indemnified Party maymay suffer, sustain or become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of: (a) any misrepresentation or breach of a representation or warranty made herein by any of the Sellers; (b) any nonfulfillment or breach of any covenant or agreement on the part of any of the Sellers under this Agreement (including the Escrow Agreement); (c) any action, demand, proceeding, investigation, audit or claim by any third party (including any Governmental Body) against or affecting any Buyer Indemnified Party which, if successful, would give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations, warranties, agreements or covenants of any of the Sellers set forth in this Agreement; or (d) any liability or obligation or any assertion against a Buyer Indemnified Party, arising out of or relating, directly or indirectly, suffer, sustain, become to any Excluded Liability. The rights of the Buyer Indemnified Parties to indemnification under part (b) or (d) of this Section 6.2 shall apply notwithstanding that the matter in question may be the subject to or incur as a result of, arising excluded from or relating to: (i) any misrepresentation in or breach beyond the scope of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto; (ii) any breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative Sellers in this Agreement; (iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permits.

Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10Seller will indemnify, defend and hold Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, their respective directors, managers, officers, employees, shareholders employees and agents (collectively, the “Buyer Indemnified PartiesIndemnitees”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all Proceeding costs and expenses and reasonable attorneys’ fees and expenses (collectively, “Losses”) that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to Indemnitee may suffer or incur as a result of, arising from of or relating to: (ia) any misrepresentation in or the breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any made by Seller in this Agreement or in pursuant hereto or any scheduleallegation by a third Person that, certificate or instrument delivered pursuant heretoif true, would constitute such a breach; (iib) any the breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative made by Seller in this AgreementAgreement or pursuant hereto or any allegation by a third Person that, if true, would constitute such a breach; (iiic) the breach of any fiduciary duty or other claim arising as a result of or prior to the Closing Date under or with respect to any Employee Benefit Plans of Seller; (Ad) all Taxes any Liability of Seller, other than the Assumed Liabilities, including any Proceeding or other third Person claim, relating to or arising from the activities or operation of the Business with respect to any period of time (or the non-payment portion thereof) imposed on occurring as a result of or prior to the Closing, including any Liability of Seller relating to or arising from the Company, HSW and/or MHM for classification of persons used in the Business as “employees” or attributable to a Pre-Closing Tax Period, “independent contractors”; or (Be) any Taxes of Seller or the CompanySelling Person for any taxable period, HSW and/or MHM imposed with respect to deferred revenues whether before or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before after the Closing Date; (D) any and all , Taxes of any member Seller or the Selling Person arising out of an affiliated, consolidated, combined or unitary group of which any of resulting from the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or Assets and Business prior to the Closing Date, including pursuant to any Liability of Seller or the Selling Person for unpaid Taxes of any Person under Treasury Regulations Regulation Section 1.1502-6 or any analogous (or similar state, local or non-U.S. Law; (E) any and all Taxes provision of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Companylaw), HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) ending on or prior to the Closing Date, including, without limitation, through the application of Section 481 or Section 263A of the Code (or corresponding provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except to the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined successor or transferee by contract or otherwise, or payments pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Groupa Tax allocation agreement, MHM Tax sharing agreement, Tax indemnity agreement or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, similar agreement regarding Taxes or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount other Taxes for which Seller or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company Group, MHM Selling Person are responsible under Section 4.4 or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory PermitsSection 4.5.

Indemnification of Buyer. The Company (a) Subject solely with respect to claims made under this Section 9.1 prior to the limitations contained in this ARTICLE 10, Closing) and the Beneficial Holders hereby jointly and severally agree to indemnify and hold harmless Buyer, each of its Affiliates (including the Company Group and MHM following the Closing)each of its and their respective members, and its successorsmanagers, partners, directors, managers, officers, employees, shareholders stockholders, attorneys and agents and permitted assignees (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”) following the Closing shall be indemnified ), against and held harmless as provided in this ARTICLE 10 from respect of any and all Losses that out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (each of the foregoing a “Loss,” and collectively, “Losses”) incurred or sustained by any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to or incur Purchaser Indemnitee as a result of, arising from of or relating to: in connection with (ia) any misrepresentation in breach, inaccuracy or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto; (ii) any breach of any covenant or agreement of the Company Group, any Seller, nonfulfillment or the Sellers’ Representative in this Agreement; (iii) (A) all Taxes (alleged breach, inaccuracy or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor nonfulfillment of any of the foregoingrepresentations, warranties and covenants of the Company or any Beneficial Holders contained herein or any certificate or other writing delivered pursuant hereto, (b) is any Actions by any third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or was a member consumer complaints) for any period prior to the Closing Date, (c) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, (d) any claims by any employee of the Company or any of its Subsidiaries with respect to any period or event occurring on or prior to the Closing Date, including pursuant or relating to Treasury Regulations Section 1.1502-6 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, (e) the failure of the Company or any analogous of its Subsidiaries to pay any Taxes to any Taxing Authority or similar state, local or non-U.S. Law; (E) to file any and all Taxes of Tax Return with any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable Taxing Authority with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Period (or portion thereof) beginning after the Closing Date as a result of any change in method of accounting for a Taxable Period (or portion thereof) period ending on or prior to the Closing Date, includingor (f) any sales, without limitationuse, 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 application 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 481 or 9.1, (i) any amounts recovered under Section 263A 6.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the Code (failure of any Beneficial Holders to perform any covenant or corresponding provisions of state obligation to be performed by him or foreign Tax laws) to transactions, events it at or accounting methods employed prior to the Closing, but in each case, such Taxes shall be calculated as if the only sources of taxable income, gain, deduction or loss for the entity for such Tax Period (or portion thereof) beginning after the Closing Date is (1) the taxable income or gain for such period (or portion thereof) associated with the change Date, shall not, in method of accounting prior to the Closing Date and (2) any deduction actually taken by the entity in such Tax Period (or portion thereof) beginning after the Closing Date for any net operating loss carryforward amounts attributable to a Pre-Closing Tax Period (limited, for the avoidance of doubt, to the extent such net operating loss deduction can actually be deducted by such entity in such Tax Period after the application of any such limitations on the amount or use of such net operating loss carryforwards); and (H) any Transfer Taxes allocated to Sellers under Section 9.1; in each case, except be subject to or applied against the extent such Taxes were taken into account as Indebtedness or as a liability in Working Capital (as finally determined pursuant to Section 1.3); (iv) any unpaid Transaction Expenses of the Company Group, MHM or Sellers and/or any unpaid Indebtedness that is not assumed by Buyer at the Closing; (v) any error in Annex I, or any allocation of the Purchase Price, Adjustment Escrow Amount, Indemnity Escrow Amount, Regulatory Permit Escrow Amount Indemnifiable Loss Limit or the Aggregate Contingent Payment among the Sellers; (vi) any fraud on the part of the Company GroupBasket, MHM or the Sellers; and (vii) any Losses associated with the Company Group’s failure to obtain any approvals of any Governmental Bodies required by the Regulatory Permitsrespectively.