Common use of Indemnification of Purchaser by Seller Clause in Contracts

Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).

Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, defend and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, successors and assigns, Purchaser Indemnified Parties from and against any and all costs, expenses, losses, damages, fines, penalties Covered Losses actually suffered or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, Purchaser Indemnified Parties resulting from or arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained of Seller set forth in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; Agreement; (bii) A a breach by the Indemnifying Party of any covenant, restriction obligation or agreement made by or applicable to the Indemnifying Party and contained Seller in this Agreement Agreement; (iii) any Retained Liability; (iv) any Indemnified Environmental Condition; (v) any Action based on contractually or in any certificate legally mandated warranty claims related to products sold by an Acquired Subsidiary or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation as part of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or Business prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates determined pursuant to Section 8.2(a11.02(e)); (vi) unless and until any Liabilities for personal injury, death or property damage to a third party arising out of the aggregate sale of all Losses products by an Acquired Subsidiary or as part of the Business (including discontinued operations), but only to the extent that such products that are the subject of such claim are determined to have been sold prior to the Closing Date (as determined pursuant to Section 8.2(a11.02(e)); or (vii) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) Reimbursement Amount, provided that in no event shall the aggregate amount of Reimbursement Amount exceed the Final Shortfall Amount. (b) The Purchaser Indemnified Parties shall not be entitled to assert any indemnification in excess claim pursuant to (i) Section 11.02(a)(i) after the expiration of the Basket under applicable survival period with respect to misrepresentations of or inaccuracies in the representations and warranties of Seller referenced in Section 8.2(a11.01(a), (ii) Section 11.02(a) for Unlisted Pre-Closing Environmental Conditions after the expiration of the five (5) year period referenced in Section 11.02(b), (iii) Section 11.02(a)(v) after the expiration of the statute of limitations referenced in Section 11.02(c), or (iv) Section 11.02(a)(vi) after the expiration of the five (5) year period referenced in Section 11.02(b) and, in each case, any such claim shall be irrevocably and unconditionally released and waived by the Indemnifying Purchaser Indemnified Parties upon such expiration, whether or not a longer period would be permitted by applicable Law; provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Seller in accordance with Section 11.04 for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article 11. (c) Any indemnification of a Purchaser Indemnified Party exceed $10,000,000 pursuant to this Section 11.02 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the applicable Purchaser Indemnified Party to Seller within fifteen (15) days after the "Cap Amount"); provided that the Basket final determination thereof. (d) Nothing in this Section 11.02 shall not be construed to apply to any Losses relating to Tax matters, which are exclusively governed by Article 7. (e) For the purposes of Section 2.4 (Completeness of Assets11.02(a)(v) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assetsvi), Section 2.5 (Financial Statements) in the event the date of sale of a product by an Acquired Subsidiary or Section 2.20 (Taxes). If any Loss indemnifiable pursuant as part of the Business cannot otherwise be determined, with respect to Section 8.2(a) above would also be indemnifiable pursuant such products sold to Section 8.2(b), Section 8.2(c) or Section 8.2(d) aboveeach of the following types of customers, such Loss will date of sale shall (i) in the case of OEMs, be deemed to be sixty (60) days prior to the subject matter manufacture date of the indemnity set forth specified finished goods of such customers and (ii) in Section 8.2(b)the case of distributors, Section 8.2(cbe deemed to be ninety (90) or Section 8.2(d), and thus, not subject days prior to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, sale of the Basket, the Cap Amount or the Indemnification Deadline)specified finished goods by such distributors.

Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Purchaser, each of its Affiliates, each of the Acquired SubsidiarySubsidiaries, and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the an Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the such Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including any of the Acquired SubsidiarySubsidiaries) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business to Mezzapesa or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 625,000 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 20,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).

Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, indemnify and save and hold harmless Purchaser, each of Purchaser its Affiliates, the Acquired Subsidiary, Affiliates and their respective officers, directors, shareholdersemployees and agents (including, successors from and assignsafter the Closing, the Companies) (collectively, the “Purchaser Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred Covered Losses suffered by any such Person with respect to, in connection with, arising from, Purchaser Indemnified Parties directly or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation indirectly resulting from, arising out of, of or relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case : (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess any misrepresentation of or inaccuracy, as of the Basketdate of this Agreement or as of the Closing Date, in any representation or warranty of Seller in this Agreement (other than Section 2.10, which is dealt with exclusively in Article 7; provided, however, that if any such representation or warranty (other than the representations and warranties contained in Section 2.07 (Financial Statements) and Section 2.08(b) (Events Subsequent to Pro Forma Financial Statements) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this clause (i) such materiality or Material Adverse Effect qualification will in all respects be ignored; (ii) any nonfulfillment or breach of any covenant or agreement made by Seller in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(athis Agreement; (iii) by the Indemnifying Party exceed $10,000,000 any Retained Liability; and (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assetsiv) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity those items set forth in Section 8.2(b), 11.02(a) of the Disclosure Schedule. (b) The Purchaser Indemnified Parties shall not be entitled to assert any indemnification pursuant to Section 8.2(c11.02(a)(i) after the expiration of the applicable survival period with respect to misrepresentations of or Section 8.2(d), inaccuracies in the representations and thus, not subject to the limitations set forth warranties of Seller referenced in Section 8.1 11.01(a); provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Seller in accordance with Section 11.04 (Procedures Relating to Indemnification) for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article 11. (c) Any indemnification of a Purchaser Indemnified Party pursuant to this Section 8.2 (including, without limitation, 11.02 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the Basket, applicable Purchaser Indemnified Party to Seller within 15 days after the Cap Amount or the Indemnification Deadline)final determination thereof.

Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and hold harmless Purchaser, each of Purchaser or its Affiliates, the Acquired Subsidiary, Affiliates and their respective officers, directors, shareholdersemployees and agents (including, successors from and assignsafter the Closing, the Companies) (collectively, the “Purchaser Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties Covered Losses suffered or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, Purchaser Indemnified Parties directly or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation indirectly resulting from, arising out of or relating to: (i) any breach of, relating tomisrepresentation of or inaccuracy in, as of the date of this Agreement or as of the Closing Date, any representation or warranty of Seller in this Agreement (other than Section 3.10, which is dealt with exclusively in Article 8) (provided, that, for purposes of determining the existence of or the amount of any Covered Losses, the applicable representations and warranties shall be read without regard and without giving effect to materiality, Material Adverse Effect or any similar standard or qualification therein, as if such standard or qualification were deleted from such representation or warranty); (ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement; (iii) any Retained Liability; and (iv) any of the matters set forth on Schedule 12.02(a)(iv). (b) The Purchaser Indemnified Parties shall not be entitled to assert any indemnification pursuant to Section 12.02(a)(i) after the expiration of the applicable survival period with respect to misrepresentations of or inaccuracies in the nature ofrepresentations and warranties of Seller referenced in Section 12.01(a); provided, however, that if, on or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related prior to the deferred purchase price or other contingent consideration related to any acquisition such expiration of the business applicable survival period, a notice of any Personclaim shall have been given to Seller in accordance with Section 12.05 for such indemnification, including, without limitation, any the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such matter disclosed on Schedule 2.14 hereto indemnification claim until such claim for indemnification has been satisfied or any such matter related otherwise resolved as provided in this Article 12. (c) Any indemnification of a Purchaser Indemnified Party pursuant to the deferred purchase price this Section 12.02 shall be effected by wire transfer or other contingent consideration which may be payable transfers of immediately available funds from Seller to an account or accounts designated in writing by the Business or any claim or litigation related thereto); orapplicable Purchaser Indemnified Party to Seller within 15 days after the final determination thereof. (d) All lossPurchaser’s Knowledge, expense prior to the Closing Date, of any inaccuracy in or damage suffered as the direct result breach of the Indemnifying Party's failure to pay representations or perform those liabilities expressly assumed or undertaken under warranties of Seller contained in this Agreement. The Indemnifying Party Agreement shall not be required derogate any Purchaser Indemnified Party’s rights or remedies after the Closing with respect to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate indemnification by Seller in respect of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in any such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) inaccuracy or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline)breach.

Indemnification of Purchaser by Seller. From (a) Except with respect to the matters specifically provided for in Section 7.04, from and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, will indemnify and save and hold harmless Purchaser, each of Purchaser and its Affiliates, and the Acquired SubsidiaryCompany and its Subsidiaries, and each of their respective officers, directors, shareholders, partners, members and employees and their heirs, successors and assignspermitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against any Covered Losses imposed on, incurred, asserted against or suffered by any such Purchaser Indemnified Party, whether in respect of a Third-Party Claim or otherwise, directly or indirectly, resulting from or arising out of: (i) any misrepresentation of or inaccuracy in any representation or warranty of Seller in this Agreement (other than in respect of (1) Actions under Section 2.10 (which is addressed in clause (iv) below), (2) Section 2.22(a) or (d) or Section 2.23(a) (which are addressed in clause (iv) below) and all costsSection 2.23(f) (insofar as it solely relates to events causing an increase in the reserve requirements relating to loan repurchases) and Section 2.24 (which are addressed in clause (v) below)) or by Seller or in any document or certificate delivered pursuant hereto (it being understood that for purposes of this Section 11.02, expensesany qualifications relating to materiality or “Material Adverse Effect” contained in any such representation or warranty (other than in the first sentence of Section 2.08) shall be disregarded), losses(ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement or in any document or certificate delivered pursuant hereto, damagesand (iii) the Restructuring Activities or any Liabilities relating to HRBMC or the operation of HRBMC prior to the Closing Date (except to the extent any such Losses are of a nature addressed pursuant to clause (v) below, finesin which case the Purchaser Indemnified Parties shall be indemnified pursuant to such clause, penalties unless such Losses are also of a nature addressed pursuant to clause (iv)(A) below, in which case the Purchaser Indemnified Parties shall be indemnified pursuant to clause (iv) below and not clause (v)); (iv) (A) any misrepresentation of or liabilities inaccuracy in Section 2.22(a) or (d) or Section 2.23(a) in this Agreement (it being understood that for purposes of this clause (iv), any qualifications relating to materiality or “Material Adverse Effect” contained in any such representation or warranty shall be disregarded) in so far as it relates to origination or servicing of Loans or Receivables or any Action alleging a violation of Law or act of fraud or predatory lending or failure to disclose or meet borrower suitability standards by the Company or any of its Subsidiaries or any of its employees, representatives, agents or any other Person or entity acting on behalf of any such Person or the Business prior to the Closing (including, without limitation, interest which may be imposed any failure to obtain or comply with any Permit) in connection therewith, court costs, litigation expenses, reasonable attorneys' fees with the origination or servicing of Loans or Receivables and accounting fees(B) any of the Actions listed ("Losses"or required to be listed) incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by Section 2.10 of the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate Seller Disclosure Schedule or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by Actions against the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller Company or any of its Affiliates Subsidiaries or the Business arising after the date hereof and prior to the Closing, in each case clause (including A) and (B), to the Acquired Subsidiaryextent that the sum of such Covered Losses exceeds (such excess, “Compliance/Actions Covered Losses”) the amount of reserves for such non-compliance or Actions incorporated in the final determination of Final Closing Tangible Net Assets pursuant to Section 1.04; provided, that, Seller shall only be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 75% of the first $10,000,000 of Compliance/Actions Covered Losses (it being understood and agreed that Seller shall be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 100% of all Compliance/Actions Covered Losses in excess of $10,000,000), (v) any Company Guarantee in respect of any nature sales of Loans or kind whatsoever (in Receivables by the Company or any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or its Subsidiaries prior to the Closing Date or any misrepresentation of or inaccuracy in Section 2.23(f) (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, insofar as it solely relates to events causing an increase in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related reserve requirements relating to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket"loan repurchases) and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply 2.24, but only to the excess extent that the Covered Losses of the Basket; (ii) Company and its Subsidiaries in no event shall respect of such Company Guarantees and/or arising from any such misrepresentation or inaccuracy exceed in the aggregate (such excess, the “Repurchase Obligation Covered Losses”) the sum of (A) the amount reflected as “Repurchase Liabilities” in the calculation of indemnification Final Closing Tangible Net Assets and (B) $5,000,000; provided, that, Seller shall only be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 75% of the first $50,000,000 of Repurchase Obligation Covered Losses (it being understood and agreed that Seller shall be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 100% of all Repurchased Obligation Covered Losses in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(ddollar amount), and thus(vi) any failure to fund any Loans prior to Closing in violation of contractual obligations resulting from any change in the Company’s underwriting guidelines since January 31, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline)2007.

Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholdersaffiliates, successors and assigns, assigns (each an "Indemnified Party") from and against any and all costslosses, expenses, lossesclaims, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expensesobligations and Liabilities, including Liabilities for all reasonable attorneys' fees and accounting feesexpenses (including attorney and expert fees and expenses incurred to enforce the terms of this Agreement) (collectively, "LossesDamages") incurred suffered, directly or indirectly, by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection withIndemnified Party: (a) A by reason of, or arising out of, any breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained Seller in or pursuant to this Agreement or in the Service and Remarketing Agreement, or any certificate failure by Seller to perform or other document delivered by said party to Purchaser fulfill any of its covenants or its Affiliates hereunder agreements set forth herein or thereunder;therein; or (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising a rising out of or related relating to facts, events, transactions, occurrences or actions or inactions the Purchased Assets and arising on or from events occurring prior to the Closing Date (includingClosing, without limitationand arising in connection with the Commitment Letter, whether this Agreement, or not disclosed on any schedule or exhibit hereto, other transaction contemplated hereby except for any such Damages caused by the gross negligence or willful misconduct of such Indemnified Party; provided, that the foregoing items as covered by this subsection (b) shall not include any Damages covered by subsection (a) or any decline in value of the Purchased Assets due to changes in applicable laws or regulations, changes in GAAP or interpretations thereof or changes in economic conditions generally including changes in market rates of interest, and shall not include any losses arising from the failure of an obligor to make payment under a Purchased Loan due primarily to the financial condition and creditworthiness of such obligor. Seller shall have no indemnification liability or obligation resulting from, arising out of, relating tofor the first Eight Hundred Thousand Dollars ($800,000), in the nature ofaggregate, or caused of Damages actually incurred by Purchaser with respect to any breach claims pursuant to this Section 11.2, and such Damages shall be the sole liability of contractPurchaser. At such time as the aggregate amount of Damages actually incurred by Purchaser with respect to any claims pursuant to this Section 11.2 exceeds in the aggregate Eight Hundred Thousand Dollars ($800,000), breach then the full amount of warranty, tort, infringement, violation such excess shall be Seller's indemnification liability. Notwithstanding any other provisions of law or environmental matter or related this Agreement to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Personcontrary, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification Damages include a party's consequential or incidental damages in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed Twenty Five Million Dollars ($10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline25,000,000).

Indemnification of Purchaser by Seller. (a) From and after the Closing Date, subject to the provisions of Sections 7.4 and 7.5, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and save and hold harmless Purchaser, each of Purchaser and its Affiliates, the Acquired Subsidiary, subsidiaries and their respective officers, directorsdirectors and Affiliates (collectively, shareholders, successors and assigns, the “Purchaser Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred Covered Losses suffered by any such Person with respect toPurchaser Indemnified Parties, in connection withdirectly or indirectly, resulting from or arising from, or alleged to result from, arise out of, or be in connection with: : (ai) A breach by the Indemnifying Party any failure of any representation or warranty made by Seller or the Indemnifying Party Company to be true and contained in correct as of the date of this Agreement or as of, and as if made on, the Closing Date, provided, however, that if any such representation or warranty (other than the representations and warranties made pursuant to Sections 3.4) is qualified in any certificate respect by materiality or Material Adverse Effect, for purposes of this paragraph such qualifiers will in all respects be ignored and, provided, further, that, for the avoidance of doubt, any Taxes or Covered Losses which result from a failure of any representation or warranty in Section 3.8 to be true and correct and for which the Purchaser and its Affiliates are entitled to be indemnified under Section 5.7(g)(i) shall be governed solely by Section 5.7 and shall be excluded from Section 7.2(a)(i) and the other document delivered provisions of this Article VII; (ii) any nonfulfillment or breach of any covenant or agreement made by said Seller or the Company in this Agreement; (iii) the operation of, and all events and circumstances relating to the Excluded Accounts except as may otherwise be provided under the IB Agreement, provided that the matters for which indemnification is provided in this clause (iii) shall not include performance or non-performance by any party to Purchaser or its Affiliates the IB Agreement after the Closing; (iv) the matters set forth on Schedule 7.2(a)(iv) to this Agreement; and (v) the matters set forth on Schedule 7.2(a)(v) to this Agreement, provided that Seller shall have no liability for indemnification pursuant to this Section 7.2(a)(v) with respect to any Covered Losses for which indemnification is provided hereunder or thereunder;unless such Covered Losses exceed in the aggregate $5,000,000, in which case Seller shall be liable for all such Covered Losses in excess of $5,000,000. (b) A breach by The Purchaser Indemnified Parties shall not be entitled to assert any indemnification pursuant to clause (i) of Section 7.2(a) after the Indemnifying Party expiration of any covenantthe applicable statute of limitations or survival period with respect to inaccuracies in or breaches of the representations and warranties of Seller or the Company referenced in Section 7.1(a); provided that if on or prior to such expiration of the statute of limitations or survival period, restriction as the case may be, a notice of claim shall have been given to Seller pursuant to Section 7.4 hereof for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or agreement made by or applicable to the Indemnifying Party and contained otherwise resolved as provided in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;Article VII. (c) Except for any Assumed Liabilities (or any liability or obligation Any indemnification of the Acquired Subsidiary which, if such liability or obligation had been directly assumed a Purchaser Indemnified Party pursuant to this Section 1.2(a) (rather than 7.2 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account designated in writing by the transfer of applicable Purchaser Indemnified Party to Seller within fifteen (15) days after the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline)determination thereof.

Indemnification of Purchaser by Seller. (a) From and after the Closing DateClosing, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, indemnify and save and hold harmless Purchaser, each of Purchaser and its Affiliates, the Acquired Subsidiary, Affiliates and their respective officersRepresentatives (collectively, directors, shareholders, successors and assigns, the “Purchaser Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred Covered Losses suffered by any such Person with respect to, in connection with, Purchaser Indemnified Parties resulting from or arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and of Seller contained in this Agreement (other than the Seller Fundamental Representations (which shall be governed by clause (ii)); (ii) any misrepresentations of or inaccuracy in any certificate Seller Fundamental Representation, in the case of clauses (i) and (ii), as each such representation or other document delivered warranty would read if all qualifications as to materiality and Material Adverse Effect were deleted therefrom, except with respect to the representations and warranties in Section 2.05(b), Section 2.07(b), Section 2.07(c), Section 2.08 and the first sentence of Section 2.14(a); (iii) any nonfulfillment or breach of any covenant or agreement made by said party to Purchaser or its Affiliates hereunder or thereunder;Seller in this Agreement; and (iv) the Excluded Liabilities. (b) A breach by The Purchaser Indemnified Parties shall not be entitled to assert any indemnification pursuant to Section 9.02(a) after the Indemnifying Party expiration of any covenantthe applicable survival period referenced in Section 9.01; provided, restriction however, that if, on or agreement made by prior to such expiration of the applicable survival period, a notice of claim shall have been given to Seller in accordance with Section 9.04 (Procedures Relating to Indemnification) for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or applicable to the Indemnifying Party and contained otherwise resolved as provided in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;Article 9. (c) Except Any indemnification of a Purchaser Indemnified Party pursuant to this Section 9.02 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the applicable Purchaser Indemnified Party to Seller within 15 days after the final determination of any disputed portions thereof (and for any Assumed Liabilities (portions thereof that are not being disputed, within 15 days after an undisputed claim is made therefor or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in portions are no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadlinelonger being disputed).

Indemnification of Purchaser by Seller. From (a) Subject to the limitations and procedures set forth in this Section 7.02, Section 7.04 and Section 7.05, from and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and save and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, Affiliates and their respective officers, directors, shareholderspartners and representatives (collectively, successors and assigns, the “Purchaser Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred Covered Losses suffered by any such Person with respect to, in connection with, Purchaser Indemnified Parties resulting from or arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty of Seller made in this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement made by the Indemnifying Party and contained Seller in this Agreement; (iii) any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or in engaged by Seller; and (iv) any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;Retained Liability. (b) A breach by The Purchaser Indemnified Parties shall not be entitled to assert any indemnification pursuant to Section 7.02(a)(i) after the Indemnifying Party expiration of any covenant, restriction the applicable survival period with respect to misrepresentations of or agreement inaccuracies in the representations and warranties of Seller made by or applicable to the Indemnifying Party and contained in this Agreement Agreement; provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Seller in any certificate accordance with Section 7.04 (Procedures Relating to Indemnification) for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;otherwise resolved as provided in this Article 7. (c) Except for Subject to Section 7.07, any Assumed Liabilities (or any liability or obligation indemnification of the Acquired Subsidiary which, if such liability or obligation had been directly assumed a Purchaser Indemnified Party pursuant to this Section 1.2(a) (rather than 7.02 shall be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the transfer of applicable Purchaser Indemnified Party to Seller within 15 days after the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline)final determination thereof.

Indemnification of Purchaser by Seller. From and (a) Subject to Section 10.3 hereof after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and hold Purchaser harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, successors and assigns, from and against any and all costsLosses, expenseshowever incurred, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, of or be in connection with: (a) A result from any breach by the Indemnifying Party Seller of any representation or warranty made by the Indemnifying Party and contained of Seller in Section 5.1 of this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;Agreement. (b) A Subject to Section 10.3 hereof after the Closing Date, Seller shall indemnify and hold Purchaser harmless from and against any and all Losses, howsoever incurred, which arise out of or result from: (i) any breach by the Indemnifying Party of any covenantrepresentation or warranty of Seller set forth in Sections 5.2, restriction 5.3 or agreement made 5.4 of this Agreement; provided, however, for purposes of this Section 10.1(b)(i), the representation set forth in Sections 5.2c and 5.3d will be deemed not to include the requirement of a MMP Material Adverse Effect; (ii) the material failure by Seller to perform any covenant of Seller contained herein; (iii) breaches by Seller, MMP, MTR or applicable any of the FCC License Entities of other agreements and certificates specifically contemplated hereby; (iv) any and all Taxes of MTR, MMP and the FCC Licensee Entities (including ay liability of MTR, MMP or the FCC Licensee Entities for Taxes of any other entity or person) for any Pre-Closing Tax Period except to the Indemnifying Party extent that such Taxes are specifically identified in the Closing Date Tax Liabilities as finally determined pursuant to Section 2.2(b)(ii); (v) RESERVED (vi) any liabilities under the Shareholder Settlement Agreements; or (vii) the Closing Date Liabilities, to the extent the Closing Date Liabilties exceed (A) the aggregate cash equivalents and contained in this Agreement or in any certificate or other document delivered cash items retained as provided by said party to Purchaser or its Affiliates hereunder or thereunder;Section 2.2(b) and (B) payments made from the Indemnification Escrow as provided by Section 2.2(b)(iii). (c) Except for any Assumed Liabilities (or any liability or obligation For purposes of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary10.1(b)(iv), would have been an Assumed Liability), any liability or obligation Taxes of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the MTR for Pre-Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party Tax Periods shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be include Taxes payable by MTR, Purchaser, or Purchaser's Affiliates that are attributable to items of income, gain, loss, deduction, and credit of MMP and the subject matter FCC Licensee Entities accruing through the Closing Date, determined on the basis of a closing of the indemnity set forth books of MMP and the FCC Licensee Entities as of that date, notwithstanding that such items may be reported in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to Taxable Periods ending after the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline)Closing Date.

Indemnification of Purchaser by Seller. From Subject to the terms and after the Closing Dateconditions of this Article 11, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, indemnify and hold harmless Purchaser, each of Purchaser and its Affiliates, the Acquired Subsidiary, and each of their respective directors, officers, directorsemployees, shareholders, successors agents and assigns, other representatives from and against any and all costsobligations, expensesjudgments, liabilities, penalties, violations, fees, fines, claims, losses, costs, demands, damages, finesliens, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, encumbrances and expenses including reasonable attorneys' ’ fees and accounting feesbut excluding any consequential or exemplary damages (except those payable to third parties pursuant to a Third Party Claim) ("Losses") incurred by any such Person collectively, “Damages”), to the extent connected with respect to, in connection with, or arising from, or alleged to result from, arise out of, or be in connection with: resulting from (a) A any breach by the Indemnifying Party of any representation or warranty made of Seller set forth in this Agreement or any document to be executed by Seller contemplated hereby, (b) any breach, default or non-fulfillment by Seller of any covenant or agreement required to be performed by Seller under this Agreement or any document to be executed by Seller contemplated hereby, (c) the Indemnifying Party Excluded Liabilities, (d) the Excluded Assets, (e) all tax obligations of Seller other than those included in the Assumed Liabilities, (f) any actual or alleged violation by Seller prior to the Effective Time of any Environmental Laws, any Release or threatened Release of any Hazardous Substance at, upon, in, under or from the Hospital or the Acquired Assets prior to the Effective Time, and any Release or threatened Release of any Hazardous Substance from the USTs at any time prior to or after the Effective Time, regardless of whether any such matter (i) represents a failure of any representation or warranty contained in this Agreement or in any certificate document to be executed by Seller contemplated hereby, to be true and correct when made or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; deemed made; (bii) A represents a breach by the Indemnifying Party of any covenantwarranty, restriction covenant or agreement made by or applicable to the Indemnifying Party and of Seller contained in this Agreement or in any certificate document to be executed by Seller contemplated hereby or other document delivered by said party (iii) was disclosed to Purchaser or its Affiliates hereunder or thereunder; (c) Except for any Assumed Liabilities (in this Agreement or any liability document to be executed by Seller contemplated hereby, or obligation otherwise, (g) any brokerage or finder’s fees or commissions or similar payments due in respect of the Acquired Subsidiary whichtransactions contemplated hereto based on contracts or understandings with Seller, if such liability or obligation had been directly assumed pursuant and (h) the failure to Section 1.2(a) (rather than by the transfer of the capital stock of deliver title to the Acquired Subsidiary)Assets, would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser free and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate clear of all Losses pursuant to Section 8.2(a) exceeds $292,500 Liens (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadlineother than Permitted Exceptions).

Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall hereby agrees indemnify, defend, and hold harmless Purchaser, each of and its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, employees, successors and assignsassigns (collectively, the "Purchaser Parties"), from and against any and all costsliability, expensesloss, losses, damages, fines, penalties costs or liabilities (including, without limitation, interest expenses which any of the Purchaser Parties may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees suffer and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, become liable for as a result of or alleged to result from, arise out of, or be in connection with: (a) A any inaccuracy or misrepresentation in, or breach by the Indemnifying Party of any representation or warranty made by of Seller and the Indemnifying Party and Shareholders contained in, this Agreement, any of the documents contemplated in this Agreement (the "Attendant Documents") or in any certificate certificate, schedule, list or other document delivered instrument to be furnished by said party Seller or the Shareholders to Purchaser pursuant to this Agreement or its Affiliates hereunder or thereunderany of the Attendant Documents; (b) A any breach by or failure of Seller or the Indemnifying Party of Shareholders to perform any covenant, restriction covenant or agreement made required to be performed by Seller or applicable the Shareholders pursuant to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunderof the Attendant Documents; (c) Except for Seller's non-compliance with the provisions of any Assumed Liabilities bulk transfer law applicable to the transactions contemplated in this Agreement; (d) The Employee Benefit Plans; (e) Seller's obligation under Section 8.1(i); (f) Seller's failure to obtain appropriate releases or discharges of any and all Liens or security interests on or in the Meridian Assets, including but not limited to the Liens listed on Schedule 3.7, notwithstanding Purchaser's waiver of satisfaction in whole or in part of the conditions precedent set forth in Section 5.8; (g) any claim, demand, suit, action or legal, administrative or other proceeding by any person (other than a party) or any liability federal, state or obligation local department, agency or other governmental body (a "Third Party Claim") against any of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation Purchaser Parties resulting from, arising out of, relating to, of or in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or way related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto); or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 (the "Basket") and in such case (i) the failure of Seller or the Shareholders to perform, pay or discharge any liability not assumed by Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; , (ii) in no event shall the aggregate amount of indemnification in excess operation of the Basket under Section 8.2(aMeridian Business by Seller prior to the Closing, or (iii) any actual or alleged defect in any product manufactured by Seller prior to the Indemnifying Party exceed $10,000,000 Closing; and (the h) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' and consultants' fees (collectively, "Cap AmountRelated Expenses"); provided that the Basket shall not apply , incident to any Losses relating to of the foregoing; provided, however, that within sixty (60) days after learning of the assertion of any Third Party Claim against which any Purchaser Party claims indemnification under this Section 2.4 (Completeness of Assets) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.5 (Financial Statements) or Section 2.20 (Taxes). If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above10.3, such Loss will be deemed Purchaser Party shall notify Seller and afford it the opportunity to be join in the subject matter defense or settlement thereof at Seller's own expense with counsel of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d)its choosing, and thus, not subject such Purchaser Party shall cooperate fully to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).make available to Seller all pertinent

Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ), but excluding any punitive or exemplary damages ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder; (c) Except for Any claim of any Assumed Liabilities (broker or any liability finder claiming by, through or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of under Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2.14 hereto or any such matter related to the deferred purchase price or other contingent consideration which may be payable by the Business or any claim or litigation related thereto)it Affiliates; or (d) All loss, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement, including any failure to pay or perform any of the Excluded Liabilities. The Indemnifying Party shall not be required to indemnify Purchaser and its Affiliates pursuant to Section 8.2(a) unless and until the aggregate of all Losses pursuant to Section 8.2(a) exceeds $292,500 250,000 (the "Basket") and in such case (i) Purchaser's and its Affiliates' right to recover for Section 8.2(a) claims shall apply only to the excess of the Basket; (ii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 8.2(a) by the Indemnifying Party exceed $10,000,000 7,000,000 (the "Cap Amount"); provided that the Basket shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), Section 2.8(b) (regarding title to tangible assets) or the first sentence of Section 2.15(b) (regarding title to the Division Intellectual Property), the Cap Amount shall not apply to any Losses relating to Section 2.8(b) (regarding title to tangible assets), the first sentence of Section 2.15(b) (regarding title to the Division Intellectual Property) or Section 2.20 (Taxes) and the Cap Amount shall not apply to any Losses relating to Section 2.4 (Completeness of Assets), but rather in no event shall the aggregate amount of indemnification under Section 2.5 8.2(a) by the Indemnifying Party for any such Losses for a breach of Section 2.4 (Financial StatementsCompleteness of Assets) or Section 2.20 (Taxes)exceed the Purchase Price. If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).