Common use of Indemnification of Seller Clause in Contracts

Indemnification of Seller. Parent, LuxCo and BHN, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) against and in respect of any Losses incurred or sustained by any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

Indemnification of Seller. Parent(a) Subject to the other terms and conditions of this Agreement, LuxCo from and BHNafter the Closing, jointly and severallyXxxxx shall indemnify, hereby agree to indemnify defend and hold harmless SellerSeller and its officers, each of its Affiliates, and each of their membersdirectors, managers, partnersunitholders, directors, officers, employees, attorneys and agents successors and permitted assignees assigns (the each a “Seller IndemniteesIndemnified Party”) against from and in respect of against, and shall reimburse the Seller Indemnified Parties for, any and all Losses incurred incurred, sustained or sustained suffered by any of the Seller Indemnitee as a result of Indemnified Parties, resulting from, caused by or arising out of, directly or indirectly: (i) any breach, inaccuracy or nonfulfillment or the alleged breach, failure to be true of any representation or warranty of Buyer contained in Article V of this Agreement; (ii) any breach or non-fulfillment of any covenant (including Pre-Closing Covenants) or agreement of Buyer (other than those described in Section 9.3(a)(iii)); and (iii) the Willful Breach or Fraud of Buyer. (b) The Seller Indemnified Parties’ indemnification rights pursuant to Section 9.3(a) shall be limited as follows: (i) The Seller Indemnified Parties shall not be entitled to any indemnification under Section 9.3(a) until the aggregate dollar amount of all Losses that would otherwise be indemnifiable exceeds the Deductible, and then, subject to the terms and conditions of this Agreement, only to the extent such aggregate amount exceeds the Deductible. (ii) The maximum amount of indemnifiable Losses that may be recovered from Buyer under Section 9.3(a)(ii) shall in no event exceed Thirty Million Dollars ($30,000,000) in the aggregate. (iii) The Seller Indemnified Parties shall not be entitled to any indemnification under Section 9.3(a) for any claim (or claims, to the extent such claims arise from the same facts, circumstances or events) until the aggregate dollar amount of the representations, warranties and covenants Losses for such claim(s) that would otherwise be indemnifiable exceeds $200,000 (iv) The cumulative indemnification obligations of LuxCo contained hereinBuyer under Section 9.3(a) shall in no event exceed the Base Consideration Amount. (c) The amount of any Loss subject to indemnification under this Section 9.3 shall be calculated net of any third-party insurance proceeds actually received by the Seller Indemnified Party on account of such Loss. The total payments Seller Indemnified Party shall use its commercially reasonable efforts to seek recovery under all insurance policies to the extent they may provide coverage for any Loss hereunder; provided, that any reasonable and documented costs or expenses incurred in connection with seeking such recovery shall be off-set (to the extent related to such third party insurance proceeds actually received) against such proceeds when calculating the net Loss. In any case where a Seller Indemnified Party recovers, under third-party insurance policies, any amount in respect of a matter for which such Seller Indemnified Party received a payment for Losses from Buyer pursuant to this Section 9.3, such Seller Indemnified Party shall promptly pay to Buyer the amounts so recovered (less the reasonable costs and expenses of obtaining such recovery). (d) In order for a Seller Indemnified Party to be entitled to any indemnification provided under this Agreement as a result of a Loss or a claim or demand made by Parentany Person against the Seller Indemnified Party, LuxCo Seller shall give Buyer written notice of any third-party claim, assertion, event or BHN proceeding as to which any Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss LimitIndemnified Party may request indemnification under Section 9.3(a) as soon as is practicable following such time that any Seller Indemnified Party first learns of such third-party claim, assertion, event or proceeding; provided, however, Seller Indemnitees that failure to give such notice shall not be limit the right of a Seller Indemnified Party to recover for any Losses for which it is entitled to indemnification hereunder, except and only to the extent that Buyer or any of its Affiliates are actually prejudiced as a result of such failure. Such notice shall (i) state or summarize in reasonable detail the information then available regarding the facts giving rise to any claim for indemnification hereunder, (ii) describe in reasonable detail the estimate of the amount of Losses attributable to and nature of such claim, assertion, event or proceeding and (iii) shall specify the representation(s), warranty(ies), covenant(s) or arrangement(s) in this Agreement pursuant to which the claim is being asserted, and shall include copies of all correspondence received from such third party in connection with any such claim and provide any other information with respect thereto as Buyer may reasonably request. (e) With respect to third-party claims for which a Seller Indemnified Party seeks indemnification under Section 9.3(a), Buyer shall have the right to direct the defense or settlement of any such claim or proceeding at Buyer’s sole cost and expense by providing written notice to Seller of its exercise of such right within thirty (30) days after receipt of the notice of such claim from Seller as provided in clause d, above; provided, however, that notwithstanding anything herein to the contrary, Xxxxx shall not have the right to control the defense of a third-party claim if the third-party claim (x) seeks nonmonetary relief which, if granted, would reasonably be expected to materially and adversely affect the Seller Indemnified Party or its Affiliates; or (y) relates to a criminal action against a Seller Indemnified Party; or (z) involves claims by a Governmental Entity against a Seller Indemnified Party. If Buyer is entitled to direct the defense of any such claim or proceeding and elects to do so, Buyer shall consult with the applicable Seller Indemnified Party for the purpose of allowing the Seller Indemnified Party and its separate counsel to participate in such defense, and Buyer shall cause its counsel to cooperate with such separate counsel to facilitate such participation, including (A) promptly providing to such separate counsel copies of all material written materials received in respect of such claim or proceeding, (B) providing to such separate counsel a reasonable opportunity to review and comment on materials being drafted and furnished in respect of such claim or proceeding (which comments shall be considered in good faith) and (C) providing the opportunity to participate in all material meetings (whether in person, by teleconference, or otherwise) relating to such claim or proceeding. If Buyer does not assume the defense and control of any such third-party claim pursuant to this Section 10.2 unless 9.3(e) or is otherwise prohibited from doing so pursuant to this Section 9.3(e), the Seller Indemnified Party shall be entitled to assume and until control such defense (and the aggregate amount reasonable fees and expenses of Losses counsel for the Seller Indemnified Party shall be borne by Buyer; provided, that the obligation to Seller Indemnitees equals at least the Basket, at which time, bear such fees and expenses be subject to the Indemnifiable Loss Limitlimitations set forth in Section 9.3(b)), but Xxxxx may nonetheless participate in the defense of such third-party claim with its own counsel and at its own expense. If Buyer assumes the defense of any such third-party claim in accordance herewith, the Seller Indemnitees Indemnified Party shall be entitled to participate in any such defense with co-counsel of its own choice at its own expense (provided, that the reasonable fees of one such co-counsel shall be covered by the indemnity provided for in this Article IX if (A) so requested by Buyer to participate or (B) in the reasonable opinion of counsel to the Seller Indemnified Party, a conflict or potential conflict exists between Buyer and the Seller Indemnified Party that would make such separate representation advisable). The Parties shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a third-party claim to be made so as to preserve any applicable attorney-client or work-product privileges. In the event Buyer directs the defense of a third party claim pursuant to this Section 9.3(e), Buyer shall have the right to settle such claim; provided, however, that if the proposed settlement includes an admission of wrongdoing on the part of any Seller Indemnified Party or its Affiliates, Buyer may settle such claim only with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Each Seller Indemnified Party shall reasonably cooperate with Buyer and provide, as applicable, Buyer and its counsel with access to its records and personnel relating to any such claim, assertion, event or proceeding and shall otherwise reasonably cooperate with Buyer in the defense or settlement thereof and any out of pocket third-party costs incurred as a result of such cooperation shall be deemed to be Losses subject to indemnification. If Buyer is entitled to elect and either (x) is not yet required to have made such election or (y) has elected to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not settle any part of or otherwise pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Buyer consents thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed). If Xxxxx does not notify the Seller Indemnified Party that it has elected to defend such claim or proceeding within the time period described above or if, after commencing or undertaking any such defense, Xxxxx fails to prosecute or withdraws from such defense, Seller (on behalf of the Seller Indemnified Party) shall have the right to undertake and control the defense or settlement thereof without consent of Buyer. If Seller directs the defense of any such claim or proceeding and proposes to settle such claim or proceeding, then Seller shall give Buyer prompt written notice thereof, and Buyer and its separate counsel shall have the right to, in Buyer’s sole discretion, participate in the settlement of such claim or proceeding and Seller shall cause its counsel to cooperate with such separate counsel to facilitate such participation, including (A) promptly providing to such separate counsel copies of all material written materials received in respect of such claim or proceeding, (B) providing to such separate counsel a reasonable opportunity to review and comment on materials being drafted and furnished in respect of such claim or proceeding (which comments shall be considered in good faith) and (C) providing the opportunity to participate in all material meetings (whether in person, by teleconference, or otherwise) relating to such claim or proceeding. Any election by Xxxxx to assume the defense of any third-party claim shall not in and of itself result in personal liability to Buyer for any Losses related thereto and nothing herein shall be construed as an assumption of any liability with respect to any such claim by Xxxxx. (f) With respect to any non-third-party claim for indemnification under this Section 9.3, if the Parties are unable to negotiate a settlement of such claim, then such claim shall be resolved in accordance with Section 11.7. (g) The Seller Indemnified Parties shall take commercially reasonable steps to mitigate Losses for which indemnification may be claimed by them pursuant to this Agreement to the extent required by Law upon and after becoming aware of any event, fact, or circumstance that could reasonably be expected to give rise to any such Losses. (h) Anything herein to the contrary notwithstanding, no breach of any provision of this Agreement shall give rise to any right on the part of Seller or any other Seller Indemnified Party, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (i) No Seller Indemnified Party shall be entitled to indemnification hereunder for any Loss to the total amount of extent that such Losses. Notwithstanding anything set forth Loss is taken into account (as a dollar-for-dollar reduction) in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out the calculation of the failure of ParentFinal Closing Cash Payment or, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after without duplication, is included as a liability in the Closing Date including payment calculation of the Purchase PriceNet Working Capital as of the Adjustment Time, shall not be subject as finally determined pursuant to or applied against the Indemnifiable Loss Limit or the Basket, respectivelySection 2.6.

Indemnification of Seller. Parent(a) Subject to the terms and conditions set forth herein, LuxCo from and BHNafter the Closing Date, jointly the Seller and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys and Affiliates, controlling persons, agents and permitted assignees representatives and their successors and assigns (collectively, the “Seller Indemnitees”) against shall jointly and in respect of any Losses incurred or sustained severally be indemnified, defended and held harmless by any Seller Indemnitee Purchaser and PVR as a result of any breach, inaccuracy or nonfulfillment arising out of (i) the Assumed Liabilities or the alleged breach, (ii) (A) a breach of any representation or warranty of Purchaser or PVR contained in Article VII of this Agreement to the extent that Seller delivers written notice of such breach to the applicable party within sixty (60) days after the expiration of the representations, warranties and covenants applicable Survival Period or (B) a breach of LuxCo any other agreement or covenant of Purchaser or PVR contained herein. The total payments made by Parent, LuxCo from and against all liability, demands, claims, actions or BHN causes of action, assessments, damages, costs and expenses (including reasonable and actual attorneys’ fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses a third party)) asserted against or incurred by any Seller Indemnitee arising out (collectively, the “Seller Damages”). For the purposes of calculating the failure Deductible under Section 12.3(a), claims under Sections 12.3(a)(i) and 12.3(a)(ii) shall be aggregated. (b) The obligations of Parent, LuxCo Purchaser and PVR to indemnify Seller Indemnitees for Seller Damages pursuant to Section 12.3(a) are subject to any limitations set forth in Exhibit H. (c) The amount of any Seller Damages shall be reduced by any amount actually received by a Seller Indemnitee with respect thereto under any third party insurance coverage or BHN to perform from any covenant or obligation other party alleged to be performed responsible therefor net of any costs and expenses incurred for the recovery of such amounts. If a Seller Indemnitee makes a valid and timely claim for indemnification under this Section 12.3, Seller Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Seller Indemnitee receives an amount under insurance coverage or from such other party with respect to Seller Damages at any time subsequent to any indemnification provided by it at Purchaser or after PVR pursuant to this Section 12.3, then such Seller Indemnitee shall promptly reimburse Purchaser or PVR for any payment made by such party in connection with providing such indemnification up to such amount received by the Closing Date including payment Seller Indemnitee, but net of any costs and expenses incurred by such Seller Indemnitee in collecting such amount. (d) Notwithstanding anything to the Purchase Pricecontrary contained herein, in no event shall not Purchaser or PVR be subject liable for, nor shall Seller Indemnitees be entitled to or applied against receive, Seller Damages in an amount in excess of an aggregate amount equal to $15,000,000 (Fifteen Million and no/100ths Dollars) (the Indemnifiable Loss Limit or the Basket, respectively“Damages Cap”).

Indemnification of Seller. ParentBuyer agrees to defend, LuxCo and BHN, jointly and severally, hereby agree to indemnify and hold Seller harmless Sellerfrom and against: 10.3.1 Any and all claims, each liabilities and obligations of its Affiliatesevery kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or relating to Buyer's acquisition of the Assets. 10.3.2 Any and all damages, claims, obligations or deficiencies of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or should have been known, resulting from any misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Buyer under this Agreement or any Document. 10.3.3 If any claim is asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall promptly give notice to Buyer concerning such claim, and each Buyer shall, at no expense to Seller , defend the claim, to the point of nonappealable final judgment. If Buyer fails to take steps to defend said claim within ten (10) days of Seller providing written notice of said claim, or if Buyer fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Buyer at any time abandons defense of such a claim, Seller may undertake or continue the defense of any such claims with counsel of their membersown choosing, managersand shall be entitled to indemnity from Buyer for all costs of such defense, partnersincluding but not limited to, directorsreasonable attorney's fees, officerscourt costs and incidental expenses of litigation. If Seller becomes entitled to payment of indemnity pursuant to this section, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) against and in respect of any Losses incurred or sustained by any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN Buyer shall immediately pay to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, amount of such indemnity claim. Seller Indemnitees shall not be entitled to indemnification pursuant indemnity from Buyer, except for the obligations to defend set forth in this Section 10.2 section, unless and until the aggregate amount Seller has actually paid a claim, debt or other liability giving rise to a right of Losses indemnity under this section, or have incurred a legal obligation to pay such a claim, debt or other liability. In such event, Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for interest from Buyer at the total amount rate of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out twelve (12%) percent per annum from the date of said payment until the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyindemnity claim is paid.

Indemnification of Seller. ParentSubject to the provisions of this Section 4.5(b), LuxCo and BHN, jointly and severally, hereby agree to Purchaser will indemnify and hold harmless Seller, each of Seller and its Affiliates, and each of their members, managers, partners, directors, officers, employeesshareholders, attorneys members, partners, employees and agents (and permitted assignees any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Seller (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Seller IndemniteesParty”) against harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in respect settlements, court costs and reasonable attorneys’ fees and costs of any Losses incurred or sustained by investigation that any Seller Indemnitee Party may suffer or incur as a result of or relating to any breach, inaccuracy or nonfulfillment or the alleged breach, breach of any of the representations, warranties warranties, covenants or agreements made by Purchaser in this Agreement. If any action shall be brought against any Seller Party in respect of which indemnity may be sought pursuant to this Agreement, Seller Party shall promptly notify Purchaser in writing, and Purchaser shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Seller Party. Any Seller Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Seller Party except to the extent that (i) the employment thereof has been specifically authorized by Purchaser in writing, (ii) Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Purchaser and the position of Seller Party, in which case Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Purchaser will not be liable to any Seller Party under this Agreement (y) for any settlement by a Seller Party effected without Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Seller Party’s breach of any of the representations, warranties, covenants of LuxCo contained hereinor agreements made by Seller Party in this Agreement. The total payments indemnification required by this Section 4.5(b) shall be made by Parentperiodic payments of the amount thereof during the course of the investigation or defense, LuxCo as and when bills are received or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limitare incurred; provided, however, that if any Seller Indemnitees shall Party is finally judicially determined not to be entitled to indemnification pursuant to or payment under this Section 10.2 unless and until the aggregate amount of Losses to 4.5(b), Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees Party shall promptly reimburse Purchaser for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be entitled in addition to indemnification for the total amount any cause of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by action or similar right of any Seller Indemnitee arising out of the failure of Parent, LuxCo Party against Purchaser or BHN to perform others and any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not liabilities Purchaser may be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelypursuant to law.

Indemnification of Seller. ParentBuyer will indemnify, LuxCo and BHN, jointly and severally, hereby agree to indemnify defend and hold harmless Seller, each of Seller and its Affiliates, and each of their membersdirectors, managers, partners, directors, officers, employees, attorneys employees and agents and permitted assignees (collectively, the “Seller IndemniteesParties”) against harmless from any and in respect of any all Losses incurred or sustained by that any Seller Indemnitee Party may suffer or incur as a result of any breach, inaccuracy or nonfulfillment or relating to: (a) the alleged breach, breach of any of the representations, warranties and covenants of LuxCo contained herein. The total payments representation or warranty made by ParentBuyer in this Agreement or any other agreement or document executed and delivered by Buyer in connection with the transactions contemplated hereby, LuxCo or BHN any allegation by a third party that, if true, would constitute such a breach; (b) the breach of any covenant or agreement made by Buyer in this Agreement or any other agreement or document executed and delivered by Buyer in connection with the transactions contemplated hereby, or any allegation by a third party that, if true, would constitute such a breach; or (c) the failure of Buyer to Seller Indemnitees with respect to Losses shall not exceed perform and discharge in full, in a due and timely manner, the Indemnifiable Loss LimitAssumed Liabilities; provided, however, that no Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall Party will be entitled to indemnification for any Losses for which the total amount Buyer Parties are entitled to indemnification under Section 6.2; and provided further, that except with respect to any fraud or intentional misconduct by Buyer in connection with this Agreement, the documents executed in connection herewith or the transactions contemplated hereby, for which no such limitation shall apply, the maximum aggregate liability for which the Seller Parties will be entitled to indemnification under paragraph (a) of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of 6.3 is (i) $800,000 during the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after twelve (12)-month period immediately following the Closing Date including payment and (ii) thereafter the sum of [A] $400,000 and [B] the aggregate amount of any unresolved Applicable Claims against Buyer up to but not to exceed $400,000 (determined as of the Purchase Priceend of such twelve (12)-month period) until the end of the eighteenth (18th) month immediately following the Closing Date, at which time Buyer shall not be subject have no further liability to the Seller Parties under or applied against in connection with this Agreement unless the Indemnifiable Loss Limit Seller Parties have given Buyer notice of an Applicable Claim prior to such date. In no event will Buyer’s cumulative liability to the Seller Parties exceed $800,000 in the aggregate (other than with respect to any fraud or the Basket, respectivelyintentional misconduct by Buyer in connection with this Agreement).

Indemnification of Seller. Parent, LuxCo and BHN, jointly and severally, hereby agree Buyer agrees to indemnify and hold harmless Seller, each of its Affiliates, Seller and Greate Bay and their respective subsidiaries and Affiliates and each of their members, managers, partnersrespective officers, directors, officersshareholders, employees, attorneys employees and agents (collectively, the "SELLER INDEMNIFIED PARTIES") from and permitted assignees against any and all Indemnified Costs which any of the Seller Indemnified Parties may incur or sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of: (a) any breach of any representation or warranty of Buyer set forth herein, whether or not the “Company, Seller Indemnitees”or Greate Bay relied thereon or had knowledge thereof; (b) against and any breach in any respect of any Losses incurred covenant or sustained agreement of Buyer or the Company (to the extent such covenant or agreement was to be performed or complied with by the Company solely after the Closing) set forth herein; or (c) the operation of the Business from and after the Closing Date. provided, however, that the liability of Buyer to indemnify and hold harmless the Seller Indemnified Parties for their Indemnified Costs: (i) shall be limited to a maximum of $750,000 in the aggregate for all such Indemnified Costs of the Seller Indemnified Parties; (ii) with respect to the obligation to indemnify and hold harmless Buyer Indemnified Parties for their Indemnified Costs, such obligation to indemnify and hold harmless Buyer Indemnified Parties for all their Indemnified Costs shall only apply after such Indemnified Costs exceed the Basket Amount, at which time only those amounts in excess of the Basket Amount may be recovered; (iii) the amount of any Indemnified Costs shall be reduced by any insurance recoveries or indemnities or contribution or similar payments actually recovered by the Seller Indemnitee Indemnified Parties from any third party as a result of the incurrence of such Indemnified Costs or the facts or circumstances giving rise thereto, net of any costs of collection or other fees, costs and expenses actually incurred by Seller Indemnified Parties in obtaining any such insurance recoveries, indemnities, contributions or similar payments; (iv) shall be subject to the limitations contained in Section 14.4(b); and (v) the availability of the Primary Escrow Funds to indemnify and hold harmless Buyer Indemnified Parties for their Indemnified Costs shall terminate 18 months after the Closing Date (except to the extent that written notice of a Claim has been provided prior thereto describing in reasonable detail the basis for such Claim, in which event such a Claim shall survive until the Claim is resolved); provided, further, that the foregoing limitations on recovery shall not apply to any damages, losses, Claims, Liabilities, demands, charges, suits, penalties, expenses or costs (including attorneys' fees and costs of preparation), incurred by any of the Seller Indemnified Parties as a result of any breachWrongful Acts of Buyer, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to for which such Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees Indemnified Parties shall be entitled to indemnification for the total amount pursue any and all rights and remedies available at law or in equity against Buyer. Any Indemnified Costs sustained by a Seller Indemnified Party shall be paid by Buyer to HWCC in satisfaction of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyobligation.

Indemnification of Seller. ParentBuyer covenants and agrees with Seller that Buyer shall reimburse, LuxCo and BHNdefend, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliatesaffiliates, and each of their members, managers, partnersofficers, directors, officersagents, employeesemployees including the Principals (collectively, attorneys and agents and permitted assignees (the “Seller IndemniteesIndemnified Parties”) from and against any liability, loss, damage or expense (including, but not limited to, reasonable attorneys’ and in respect of any Losses incurred accountants’ fees and expenses), whether or sustained not resulting from third party claims, suffered by any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representationsSeller Indemnified Parties, which exists, arises out of or results from: (i) any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties and covenants made to Seller herein, or any nonfulfillment of LuxCo contained herein. The total any covenant or agreement of Buyer under this Agreement or any of the Exhibits hereto; (ii) any Assumed Liability; (iii) any claim against any Seller Indemnified Party by any third party relating to a breach by Buyer of a contractual obligation owed to such third party by Buyer; (iv) any fees, expenses or other payments incurred or owed by Buyer to any attorneys, accountants, brokers or comparable third parties retained or employed by it in connection with closing the transactions contemplated by this Agreement; (v) any claim made by Parentany third party alleging facts which, LuxCo or BHN to if true, would entitle any of the Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled Indemnified Parties to indemnification pursuant to this Section 10.2 unless 8.2; or (vi) any and until all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by any of the Seller Indemnified Parties resulting from the circumstances described in Sections 8.2(i) through (v) above; provided, however, that Buyer shall be required to indemnify and hold harmless under Section 8.2 with respect to any liability, loss, damage or expense incurred by Seller Indemnified Parties only if the aggregate amount of Losses to any liability, loss, damage or expense suffered by Seller Indemnitees equals at least the BasketIndemnified Parties exceeds $50,000, at which timebut if in excess of $50,000, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification then for the total entire amount of such Losses. Notwithstanding anything set forth in this Section 10.2liabilities, any Losses incurred by any Seller Indemnitee arising out of the failure of Parentlosses, LuxCo damages or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyexpenses without deduction.

Indemnification of Seller. Parent, LuxCo and BHN, jointly and severally, hereby agree to Purchaser shall indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partnersofficers, directors, officers, employees, attorneys employees and agents and permitted assignees (the “Seller IndemniteesIndemnified Parties”) against harmless from, and in respect will reimburse the Seller Indemnified, Parties for, any and all Losses incurred by any of the Seller Indemnified Parties to the extent that such Losses result from, are caused by or arise out of any Losses incurred one or sustained more of the following: (a) Any material misrepresentations made by Purchaser in the Transaction Agreements, or in any Seller Indemnitee as a result of any breachSchedule, inaccuracy Exhibit, or nonfulfillment or the alleged breach, certificate furnished pursuant thereto; or (b) Any material breach of any of the representationsrepresentations and warranties of Purchaser or the nonfulfillment of any term, warranties and covenants covenant, condition or obligation of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything Purchaser set forth in the Transaction Agreements or in any Schedule, statement, Exhibit, or certificate furnished pursuant thereto, or any default or failure to perform by Purchaser thereunder. (c) Any failure of Purchaser to comply with the terms of the Investor Agreements or any other Applicable Requirements in connection with servicing the Mortgage Loans. (d) Any liabilities or obligations, contingent or otherwise, of Purchaser of any nature whatsoever relating to Purchaser’s obligations under this Agreement, to the extent that any related Loss to Seller is not increased by negligence, bad faith or willful misconduct on the part of Seller; (e) Any non-compliance with the, terms of the powers of attorney or the use thereof that results in a Loss to Seller; or (f) Any unauthorized use of the title “Limited Authorized Signatories” granted by Seller in Section 4.23 that results in a Loss to Seller. The indemnity provided in this Section 10.2, 10.03 shall remain in full force and effect regardless of any Losses incurred investigation made by any Seller Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyits representatives.

Indemnification of Seller. ParentSubject to this ARTICLE 8, LuxCo and BHNPurchaser shall indemnify, jointly and severally, hereby agree to indemnify defend and hold harmless Seller, each of its Affiliates, affiliates and each of its and their members, managers, partners, respective directors, officers, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) against from and in respect of any Losses incurred or sustained by any Seller Indemnitee as a result of any breachagainst, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless compensate and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, reimburse the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2for, any Losses and all losses, damages, fines, penalties and amounts paid in settlement, and reasonable Third Party costs and expenses incurred in connection therewith, including reasonable Third Party legal fees and expenses in connection with any Proceeding (collectively, “Losses”) incurred by any Seller Indemnitee in connection with any suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising out from or occurring as a result of: (a) any breach of this Agreement or the Quality Agreement by Purchaser, including any breach by Purchaser of its representations or warranties or a failure by Purchaser to comply with or perform any of its covenants hereunder or thereunder, (b) the Exploitation of the Finished Product in the Territory after Delivery to Purchaser, (c) Purchaser’s failure of Parent, LuxCo or BHN to perform a recall or market withdrawal of the Finished Product requested by Seller under Section 5.1.2, or (d) any covenant claim by a Third Party that Manufacture or supply of the Finished Product in accordance with the terms of this Agreement infringes, misappropriates or otherwise violates the Intellectual Property of such Third Party to the extent such infringement, misappropriation or violation is due to any change in the Specifications or Manufacturing process for the Finished Product requested by Purchaser and implemented by Seller, in each case ((a) through (d)) except for those Losses arising from Third Party Claims for which Seller has an obligation to indemnify Purchaser or any Purchaser Indemnitee pursuant to Section 8.2, as to which Losses each Party shall indemnify the other Party and the Seller Indemnitees or the Purchaser Indemnitees, as applicable, to the extent of its liability for such Losses. Notwithstanding the foregoing, Purchaser’s obligation to indemnify and hold harmless Seller or the Seller Indemnitees pursuant to Section 8.1(c) shall be performed by it at without regard to Seller’s indemnification obligations under Section 8.2 and Seller shall have no obligation under Section 8.2 to indemnify or after the Closing Date including payment hold harmless Purchaser or any Purchaser Indemnitee with respect to Third Party Claims arising from or occurring as a result of Purchaser’s failure to perform a recall or market withdrawal of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyFinished Product requested by Seller under Section 5.1.2.

Indemnification of Seller. Parent(a) Buyer agrees to indemnify, LuxCo and BHN, jointly and severally, hereby agree to indemnify defend and hold harmless Seller, each of Seller and its Affiliates, and each of their membersstockholders, managers, partnersofficers, directors, officers, employees, attorneys and agents agents, representatives, successors and permitted assignees assigns (collectively, the “"Seller Indemnitees”") and save and hold each of them harmless from and against any and all Losses suffered or incurred by any such Seller Indemnitee based upon, arising out of or otherwise in respect of: (i) any breach of representation or warranty under Article V of this Agreement; and (ii) any breach of any covenant or agreement of Buyer contained in this Agreement; and (iii) any Assumed Liability; provided, that Buyer shall not have any liability under clause (i) above (other than with respect to the representations and warranties contained in Section 5.1 (Organization) and Section 5.2 (Authorization)) unless the aggregate of all Losses incurred or sustained by any relating thereto for which Buyer would, but for this proviso, be liable exceeds an amount equal to the Deductible, in which case Buyer shall indemnify Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any for Losses in excess of the representationsDeductible; provided further, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees that except with respect to Losses suffered or incurred by Seller with respect to any failure by Buyer to pay or perform any of the Assumed Liabilities and Buyer's obligations under the Term Note and the Contingent Note (if any), Buyer's aggregate liability for the breach by Buyer of any representation, warranty, covenant or agreement hereunder or any agreement contemplated hereby shall in no event exceed $3,000,000. (b) In the event that Buyer (or its Affiliates) acquires HA-LO Europe other than through the acquisition of the share capital of HMK International, HA-LO Belgium NV and HA-LO Marketing Ltd. (UK) (the "Alternate Structure"), Buyer agrees to indemnify Seller for the amount by which (x) the net amount of the actual taxes payable by Seller and any of its affiliates (other than taxes that do not exceed reduce the Indemnifiable Loss Limitnet proceeds of the transactions to Seller) with respect to the transactions that comprise the Alternate Structure (including foreign withholding taxes) exceeds (y) the net amount of the taxes that Seller and its affiliates would have been required to pay (other than taxes that would not have reduced the net proceeds of the transactions to Seller) if Buyer had only acquired the share capital of HMK International, HA-LO Belgium NV and HA-LO Marketing Ltd. (UK) (the "Excess Tax Liability"); provided, however, the parties agree that any use, or other reduction in the amount, of foreign tax credits, net operating losses carryforwards, tax basis or other tax attributes available to Seller Indemnitees shall not be entitled treated as giving rise to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyExcess Tax Liability (if any).

Indemnification of Seller. ParentSubject to the terms and conditions of this Article VII, LuxCo the Seller and BHN, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partnersofficers, directors, officers, employees, attorneys agents, successors and agents assigns (for purposes of the Article VII, the "Seller Indemnified Parties") shall be indemnified and permitted assignees (held harmless by the “Seller Indemnitees”) against and in respect Purchaser, for the amount of any Losses and all liabilities, losses, damages, claims, costs and expenses, awards, judgments and penalties actually suffered or incurred by such Seller Indemnified Party (including, without limitation, any Action brought or sustained otherwise initiated by such Seller) (hereinafter a "Seller Loss"), arising out of or resulting from any Seller Indemnitee as a result misrepresentation or breach of representation or covenant made or to be performed by the Purchaser pursuant to this Agreement or any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limitother Transaction Document; provided, however, Seller Indemnitees that Purchaser shall not be entitled to indemnification pursuant to have no liability under this Section 10.2 (b) unless and until the aggregate amount of all Seller Losses exceeds $1,000,000, in which event the Purchaser shall be liable for all Seller Losses to the extent that such Seller Indemnitees equals at least Losses exceed $1,000,000. To the Basket, at which time, subject to extent that the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything Purchaser's undertakings set forth in this Section 10.27.02 may be unenforceable, any the Purchaser shall, collectively, contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by any Seller Indemnitee arising out of the failure of ParentPurchaser. Notwithstanding the foregoing, LuxCo or BHN to perform any covenant or Purchaser's obligation to indemnify and hold the Seller Indemnified Parties from and against Seller Losses shall be performed limited to and shall not, in the aggregate, exceed $13,500,000.00. Notwithstanding the foregoing, the limitations contained in this Section 7.02(b) shall not be applicable to any failure by it at Purchaser to pay all or after the Closing Date including payment any portion of the Purchase PricePrice when due or to any Seller Losses resulting from any breach of the lease between B&W Leasing. LLC and Corvus Nodular Interests II, shall not be subject LLC (for the lease of the premises occupied by B&W of Michigan, Inc., located in Saginaw, Michigan) ) (the "Saginaw Lease") by the Purchaser or its successors or assigns. Further, Purchaser covenants and agrees that, for so long as Seller or any of its Affiliates has a guaranty obligation outstanding with respect to or applied against the Indemnifiable Loss Limit or Saginaw Lease, neither Purchaser nor its Affiliates will assign the Basket, respectivelySaginaw Lease to any Person unless such Person assumes the indemnity obligation of Purchaser relating thereto.

Indemnification of Seller. ParentBuyer agrees to indemnify, LuxCo and BHN, jointly and severally, hereby agree to indemnify defend and hold harmless Seller, each of Seller and its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys successors, agents, representatives and agents and permitted assignees assigns (the each, a “Seller IndemniteesIndemnified Party”) from and against any and in respect all Losses which arise out of, or result from, or relate to (i) any breach or inaccuracy of any Losses incurred representation, warranty, covenant or sustained agreement of Buyer contained in this Agreement or in any Ancillary Agreement or certificate delivered by Buyer hereunder or (ii) any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained hereinAssumed Liability. The total payments made Any indemnification by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification Buyer pursuant to this Section 10.2 7.3 shall not be required unless and until the aggregate amount of all such Losses to Seller Indemnitees equals at least exceeds the BasketThreshold Amount; provided, at which timehowever, subject to that (x) once such Losses exceed the Indemnifiable Loss LimitThreshold Amount, Buyer shall indemnify the Seller Indemnitees Indemnified Parties for all Losses and not merely for Losses in excess of the Threshold Amount and (y) the foregoing Threshold Amount shall be entitled not apply to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Loss owed to a Seller Indemnitee Indemnified Party arising out of any Assumed Liability. Notwithstanding the failure of Parentforegoing, LuxCo or BHN in no event shall Buyer be liable to perform any covenant or obligation Seller Indemnified Party for Losses pursuant to be performed this Article VII which, when added to all Losses paid by it at or after Buyer in the Closing Date including payment of aggregate exceed $1,000,000 (“CAP”); provided, however, that the Purchase Price, foregoing Cap and Threshold Amount shall not be subject apply to or applied against amounts owed by Buyer under the Indemnifiable Loss Limit or the Basket, respectivelyNote.

Indemnification of Seller. ParentFrom and after the Closing and subject to the limitations contained in this Article IX, LuxCo US Buyer and BHNUK Buyer will, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, Affiliates and each of their members, managers, partnersrespective officers, directors, officersand Affiliates (collectively, employees, attorneys and agents and permitted assignees (the “Seller IndemniteesIndemnified Parties”) and hold the Seller Indemnified Parties harmless against any Damages that the Seller Indemnified Parties have incurred by reason of (i) the inaccuracy or breach by Buyer of any representation or warranty of Buyer contained in Article V of this Agreement or (ii) by reason of a breach by Buyer, any covenant of Buyer contained in this Agreement (“Seller Breach Claims”). All such calculations of Damages shall take into account any insurance proceeds received by the Seller Indemnified Parties (net of all reasonable costs, charges and expenses incurred by the Seller Indemnified Party in obtaining such recovery, and any increase in insurance premiums resulting from such claim) in connection with the matter out of which such Damages shall arise. The Seller Indemnified Parties agree to use commercially reasonable efforts to obtain such insurance proceeds. If an indemnification payment is received by any Seller Indemnified Party, and such Seller Indemnified Party later receives insurance proceeds or other third party recoveries in respect of the related Damages, such Seller Indemnified Party shall promptly pay to Buyer such amount. Nothing in this Section 9.2 shall permit any Losses incurred or sustained by Buyer to delay making any payment owing to a Seller Indemnitee as a result Indemnified Party under this Section 9.2. Seller shall be deemed to have waived any claim for Damages arising out of Seller Breach Claims if, prior to the Closing, Seller was aware of any fact, matters or circumstances underlying such misrepresentation or breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees Buyer shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basketliable for any punitive, at which timespecial, subject to the Indemnifiable Loss Limitconsequential, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo exemplary or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyincidental Damages.

Indemnification of Seller. ParentSubject to the provisions of this Article VIII, LuxCo Buyer shall indemnify, defend, save and BHN, jointly keep Seller and severally, hereby agree to indemnify and hold harmless Seller, each of its AffiliatesAffiliates (other than the Acquired Companies), and each of their members, managers, partnersrespective officers, directors, officerssuccessors and assigns (collectively, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) harmless against and in respect from all Damages sustained or incurred by Seller Indemnitees to the extent they are a result of, arise out of or are by virtue of (i) any misrepresentations or breach of any Losses incurred representation or sustained warranty set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Seller pursuant hereto or in any closing document delivered by Buyer to Seller in connection herewith, (ii) any Seller Indemnitee as a result non-fulfillment of any breachagreement or covenant on the part of Buyer, inaccuracy set forth in this Agreement or nonfulfillment any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Seller pursuant hereto or in any closing document delivered by Buyer to Seller in connection herewith, or (iii) the alleged breach, nonpayment or nonperformance of any Liabilities or obligations of the Acquired Companies other than Liabilities for which Seller has any indemnification obligations under this Article VIII. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parentany party in this Agreement or in any certificate or other instrument delivered pursuant hereto, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled deemed to indemnification for have been made without the total amount inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such Losses. Notwithstanding anything set forth in this Section 10.2limitation or qualification the representation, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo warranty or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelywas breached.

Indemnification of Seller. ParentUpon consummation of the Closing, LuxCo Purchaser and BHNParent will indemnify, jointly and severally, hereby agree to indemnify defend and hold Seller and the officers and directors of the Seller harmless Sellerfrom and against: 6.3.1 All Losses caused by or arising out of the material untruth, each of its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) against and in respect inaccuracy or breach of any Unqualified Representation or Warranty (or any material omission therefrom) made by Purchaser in this Agreement, the documents delivered by Purchaser and Parent at the Closing or any other documents or certificates delivered pursuant hereto or thereto and all Losses incurred caused by or sustained arising out of the untruth, inaccuracy or breach of any Qualified Representation or Warranty (or any omission therefrom) made by Purchaser in this Agreement, the documents delivered by Purchaser and Parent at the Closing or any other documents or certificates delivered pursuant hereto or thereto; 6.3.2 All Losses arising from any breach by Purchaser or Parent of any covenant or agreement made by Purchaser or Parent hereunder 6.3.3 All Losses arising out of any claim for any commission or finders' fee with respect to the transactions contemplated hereby from any broker engaged by or on behalf of Purchaser or Parent or their shareholders; 6.3.4 All Losses arising out of or relating to the failure by the Purchaser to pay or discharge any of the Assumed Liabilities; 6.3.5 All Losses relating to the Purchaser's operation of the Business after the Closing, but only with respect to liabilities arising after the Closing; 6.3.6 All payments required to be made by the Seller Indemnitee or its affiliates to Potentially Transferring Employees under the Seller's accrued vacation plan or policy, provided that (a) such payments are required to be made as a result of any breach, inaccuracy the transactions contemplated hereby and (b) in no event shall Purchaser or nonfulfillment or the alleged breach, Parent be required to pay more than a total of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification $19,263 pursuant to this Section 10.2 unless and until the aggregate amount of 6.3.6; and 6.3.7 All Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of Purchaser's or Parent's use, transfer or other disposition of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at Software Licenses set forth on Schedule 3.2 hereto on or after the Closing Date including payment (including, without limitation, claims of the Purchase Price, shall not be subject to unlicensed or applied against the Indemnifiable Loss Limit or the Basket, respectivelyunauthorized use of such Software Licenses).

Indemnification of Seller. Parent, LuxCo and BHN, jointly and severally, hereby agree to (a) Buyer shall indemnify and hold harmless SellerSeller and its officers, each of its Affiliatesdirectors, agents, representatives, stockholders and employees, and each person, if any, who controls or may control Seller within the meaning of their membersthe Securities Exchange Act of 1934, managersas amended (each hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages arising from or resulting from: (i) any failure of any representation or warranty made by Buyer in this Agreement to be true and correct as of the Closing Date; (ii) any breach of any covenants or agreements made by Buyer in this Agreement; (iii) any Assumed Liability; and (iv) any claim, partnersaction, directorsallegation, officersproceeding brought by any Person which, employeesif true, attorneys and agents and permitted assignees would be otherwise indemnifiable by Buyer under clause (i), (ii) or (iii) above (the “defense of which shall be controlled solely and exclusively by Seller Indemnitees”Indemnified Persons). (b) against and in respect of any Losses incurred or sustained by any The Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall Indemnified Persons will not be entitled to indemnification pursuant to this under, and neither Seller shall not have any indemnification obligation with respect to, Section 10.2 unless and 10.2(a)(i) until such time as the aggregate total amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, all Damages that have been actually incurred by any one or more of the Seller Indemnitees shall Indemnified Persons, and for which the Seller Indemnified Persons would be entitled to indemnification under Section 10.2(a)(i), but for this Section 10.2(b), exceeds the Threshold Amount in which case the Seller Indemnified Persons will be entitled to indemnification hereunder for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses Damages that have been actually incurred by any Seller Indemnitee arising out one or more of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date Seller Indemnified Persons (including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyThreshold Amount).

Indemnification of Seller. ParentSubject to the terms and conditions of this Article VII, LuxCo the Seller and BHN, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partnersofficers, directors, officers, employees, attorneys agents, successors and agents assigns (for purposes of the Article VII, the "Seller Indemnified Parties") shall be indemnified and permitted assignees (held harmless by the “Seller Indemnitees”) against and in respect Purchaser, for the amount of any Losses and all liabilities, losses, damages, claims, costs and expenses, awards, judgments and penalties actually suffered or incurred by such Seller Indemnified Party (including, without limitation, any Action brought or sustained otherwise initiated by such Seller) (hereinafter a "Seller Loss"), arising out of or resulting from any Seller Indemnitee as a result misrepresentation or breach of representation or covenant made or to be performed by the Purchaser pursuant to this Agreement or any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limitother Transaction Document; provided, however, Seller Indemnitees that Purchaser shall not be entitled to indemnification pursuant to have no liability under this Section 10.2 (b) unless and until the aggregate amount of all 40 <PAGE> Seller Losses exceeds $1,000,000, in which event the Purchaser shall be liable for all Seller Losses to the extent that such Seller Indemnitees equals at least Losses exceed $1,000,000. To the Basket, at which time, subject to extent that the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything Purchaser's undertakings set forth in this Section 10.27.02 may be unenforceable, any the Purchaser shall, collectively, contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by any Seller Indemnitee arising out of the failure of ParentPurchaser. Notwithstanding the foregoing, LuxCo or BHN to perform any covenant or Purchaser's obligation to indemnify and hold the Seller Indemnified Parties from and against Seller Losses shall be performed limited to and shall not, in the aggregate, exceed $13,500,000.00. Notwithstanding the foregoing, the limitations contained in this Section 7.02(b) shall not be applicable to any failure by it at Purchaser to pay all or after the Closing Date including payment any portion of the Purchase PricePrice when due or to any Seller Losses resulting from any breach of the lease between B&W Leasing. LLC and Corvus Nodular Interests II, shall not be subject LLC (for the lease of the premises occupied by B&W of Michigan, Inc., located in Saginaw, Michigan) ) (the "Saginaw Lease") by the Purchaser or its successors or assigns. Further, Purchaser covenants and agrees that, for so long as Seller or any of its Affiliates has a guaranty obligation outstanding with respect to or applied against the Indemnifiable Loss Limit or Saginaw Lease, neither Purchaser nor its Affiliates will assign the Basket, respectively.Saginaw Lease to any Person unless such Person assumes the indemnity obligation of Purchaser relating thereto. (c)

Indemnification of Seller. Parent(a) From and after the Closing (but subject to the provisions of this Article 9), LuxCo Holdings and BHN, jointly Buyer will indemnify Seller and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys Representatives and agents and permitted assignees (the “Seller Indemnitees”) against and in respect hold them harmless from any Losses suffered or incurred by any such indemnified party to the extent arising from or related to (i) any breach of any Losses incurred representation or sustained by warranty of Holdings and Buyer contained in this Agreement, (ii) any Seller Indemnitee as a result breach of any breach, inaccuracy covenant of Holdings and Buyer contained in this Agreement requiring performance by Holdings or nonfulfillment Buyer prior to the Closing or by Holdings or Buyer or the alleged breachCompany at or after the Closing, of and (iii) actions taken by Holdings, Buyer, the Company or any of its Subsidiaries on or after the representations, warranties Closing Date or relating to the post-Closing operations of the Company and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN its Subsidiaries. (b) A Seller Indemnitee’s entitlement to recover a Loss pursuant to this Agreement shall be subject to the following limitations: (i) No Seller Indemnitees will be entitled to any indemnification for a Loss under Section 9.03(a)(i) if, with respect to Losses shall not exceed the Indemnifiable Loss Limit; providedany individual item, howeveror series of related items, of Loss, such item(s) constitutes a Minor Claim. (ii) No Seller Indemnitees shall not Indemnitee will be entitled to any indemnification pursuant to this for a Loss under Section 10.2 unless and 9.03(a)(i) until the aggregate amount of all Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, incurred by the Seller Indemnitees shall Indemnitee (including Minor Claims) exceeds the Deductible, in which case the Seller Indemnitee will be entitled to indemnification for recover the total amount of such Losses. Notwithstanding anything Losses in excess of the Deductible. (iii) The maximum amount of Losses that may be recovered by the Seller Indemnitee under Section 9.03(a)(i) of this Agreement shall be Fifteen Million Dollars ($15,000,000). (c) The Minor Claim and Deductible limitations set forth in this Section 10.2, 9.03(b)(i) and (ii) shall not apply any Losses incurred by any Seller Indemnitee arising out of, relating to or resulting from any breach of the failure representations and warranties set forth in Sections 5.01, 5.02, 5.03, and 5.13 (“Buyer Fundamental Representations”), or any Action or claim based upon any fraud committed or intentional misrepresentation made by Holdings or Buyer in connection with this Agreement. (d) The aggregate liability of ParentHoldings and Buyer for any Loss in respect of Buyer Fundamental Representations, LuxCo Sections 9.03(a)(ii) or BHN to perform (iii), or any covenant Action or obligation to be performed claim based upon any fraud committed or intentional misrepresentation made by it at Holdings or after the Closing Date including payment of the Purchase PriceBuyer in connection with this Agreement, shall not exceed the Aggregate Closing Consideration actually paid by Buyer. (e) All payments under this Section 9.03 will be subject treated by the parties as adjustments to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyaggregate purchase price paid by Buyer pursuant to this Agreement.

Indemnification of Seller. Parent(a) Subject to the provisions of this Article IX, LuxCo from and BHNafter the Closing Date, jointly and severally, hereby agree Buyer agrees to indemnify and hold harmless Seller, each Seller Group Member from and against any and all Losses and Expenses incurred by any such Seller Group Member in connection with or arising from: (i) any breach by Buyer of any of its Affiliatescovenants or agreements, and each or any failure by Buyer to perform any of their membersits obligations, managersin this Agreement (other than any breach by Buyer of its covenants, partnersagreements or obligations set forth in Section 6.1, directors, officers, employees, attorneys and agents and permitted assignees which shall be governed solely by Section 6.1) or any Buyer Ancillary Agreement; or (the “Seller Indemnitees”ii) against and in respect any breach or inaccuracy of any representation or warranty of Buyer contained or referred to in this Agreement on the date hereof or as of the Closing Date, as though made on the Closing Date or in any certificate delivered by or on behalf of Buyer pursuant hereto on the date hereof or as of the Closing Date as though made on the Closing Date; provided, however, that no Seller Group Member shall be indemnified or held harmless under Section 9.2(a)(ii) with respect to Losses and Expenses incurred or sustained by any Seller Indemnitee Group Member (other than Losses and Expenses incurred as a result of any breach, breach or inaccuracy or nonfulfillment or the alleged breach, of any representation or warranty contained in Section 4.1 (Organization) and Section 4.2(a) (Authority) unless and until (A) an individual Loss and Expense exceeds a De Minimis Loss and (B) the aggregate amount of Losses and Expenses subject to indemnification (taking into account only Losses and Expenses in excess of a De Minimis Loss) exceeds the representationsDeductible; provided, warranties and covenants of LuxCo contained herein. The total payments made by Parentfurther, LuxCo or BHN to Seller Indemnitees that nothing in this Section 9.2(a) shall limit Buyer’s liability with respect to Losses any claims for the payment of Closing Consideration pursuant to Article II of this Agreement. (b) The indemnification provided for in Section 9.2(a) shall not exceed survive for the Indemnifiable Loss LimitClaim Period (and no claims shall be made by any Seller Group Member under Section 9.2(a) thereafter); provided, however that any covenant contained in this Agreement that, by its terms, provides for performance following the Closing Date shall survive until such covenant is performed, provided, further, that Section 4.1 and Section 4.2(a) shall survive the Closing indefinitely; provided, further, however, that the indemnification of Seller Indemnitees Group Members shall not continue as to any Loss or Expense of which any Seller Group Member has timely given Buyer a Claim Notice in accordance with the requirements of Section 9.3 on or prior to the date on which such indemnification claim may be made under the foregoing provisions of this Section 9.2(b), as to which the right of the Seller Group Member to be indemnified shall continue until the liability shall have been determined pursuant to this Article IX, and all Seller Group Members shall have been reimbursed for the full amount of such Loss and Expense as to which they are entitled to indemnification in accordance with this Article IX. (c) For purposes of this Section 9.2 and for purposes of determining whether Seller is entitled to indemnification pursuant to Section 9.2(a), any inaccuracy in or breach of any representation or warranty made by Buyer contained in this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees Agreement or in any document or certificate delivered or made available in connection herewith shall be entitled determined without regard to indemnification for the total amount of such Losses. Notwithstanding anything any qualification as to “materiality” set forth in this Section 10.2such representation or warranty or in any document delivered or made available in connection herewith, and all references to the terms “material”, “materiality”, “materially” or any Losses incurred by similar terms shall be ignored for purposes of determining whether such representation or warranty was true and correct; provided; however, that any Seller Indemnitee arising out such qualifications or terms included in the definition of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, “Permitted Encumbrances” incorporated in such representations and warranties shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyso ignored.

Indemnification of Seller. Parent(a) Buyer agrees to indemnify, LuxCo and BHN, jointly and severally, hereby agree to indemnify defend and hold harmless Seller, each of its AffiliatesSeller from and against, and each of their members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “shall reimburse Seller Indemnitees”) against and in respect of, any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and penalties, including interest, penalties and reasonable attorneys' fees and expenses Seller shall incur or suffer, and which arise from or are attributable to by reason of or in connection with any Losses incurred breach or sustained by any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, Buyer's representations or warranties and covenants contained in this Agreement. (b) The indemnity obligations of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification Buyer pursuant to this Section 10.2 unless and until 6.3 shall terminate on the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject Termination Date (except to the Indemnifiable Loss Limitextent that claims against Buyer have been submitted in writing or notice of the claim has been provided in writing prior to the Termination Date). In any case in which claims have been asserted or are pending prior to the Termination Date, all parties agree that the Seller Indemnitees indemnity obligations of Buyer with respect to such matters shall be entitled to indemnification for continue in full force and effect until such matters have been settled by agreement of the total amount parties or by other final non-appealable resolution of such Lossesmatters. Notwithstanding anything No disclosure by Buyer other than as set forth in this Section 10.2, Agreement or the schedules hereto nor any Losses incurred investigation made by any or on behalf of Seller Indemnitee arising out of with respect to Buyer shall be deemed to affect Seller's reliance on the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed representations and warranties made by it at or after the Closing Date including payment of the Purchase Price, Buyer contained in this Agreement and shall not be subject a waiver of Seller's rights to indemnity as herein provided. (c) Buyer shall have no obligations under this Section 6.3 for an amount in excess of $1,000,000.00. Absent fraud or applied against willful breach by Buyer, the Indemnifiable Loss Limit or indemnity provisions shall be the Basket, respectivelysole and exclusive remedy of Seller for monetary damages (but not for injunctive relief) under this Agreement.

Indemnification of Seller. Parent(a) From and after the Closing, LuxCo subject to the provisions of this ARTICLE 9, Buyer and BHN, Parent shall jointly and severally, hereby agree to severally indemnify Seller and hold harmless Seller, each of its his Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys employees and agents and permitted assignees (the “Seller Indemnitees”) against and in respect hold them harmless from any Losses suffered or incurred by Seller Indemnitees to the extent such Losses arise from or relating to: (i) any breach of any Losses incurred representation or sustained by warranty of Buyer or Parent contained in this Agreement, or any Seller Indemnitee as certificate delivered pursuant to Section 2.02(f) hereof, (disregarding all materiality or Material Adverse Effect qualifications for calculating the amount of such Loss); (ii) a result breach of any breachcovenant or agreement by Buyer or Parent contained in this Agreement requiring performance by Buyer or Parent prior to the Closing or by Buyer, inaccuracy or nonfulfillment Parent or the alleged breach, of Surviving Company and its Subsidiaries after the Closing; (iii) any of claim relating to the representations, warranties Company and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees its Subsidiaries based on events and transactions occurring after the Closing; (iv) Company Indebtedness with respect to Losses any claims made based on events and transactions occurring after the Closing; or (v) any fraud or intentional misrepresentation of Parent or Buyer or (subsequent to Closing), the Surviving Company. All payments under this Section 9.03 shall not exceed be treated by the Indemnifiable Parties as an adjustment to the Merger Consideration received by Seller pursuant to ARTICLE 1 and shall be the direct financial obligation of Parent, and shall be made promptly to Seller in cash by wire transfer in immediately available funds. (b) Notwithstanding anything to the contrary set forth in this Agreement, even if a Seller Indemnitee would otherwise be entitled to indemnification for a Loss Limit; providedpursuant to this Agreement, however, the Seller Indemnitees shall not be entitled to indemnification for such Loss pursuant to this Section 10.2 unless and 9.03(a)(i), or Section 9.03(a)(ii) (other than the covenant under Section 1.02(f) (Post-Closing Adjustments), to which the Deductible Amount shall not apply), until the aggregate amount of all Losses eligible for indemnification pursuant to this Agreement exceeds on a cumulative basis the Deductible Amount, and then only to the extent such Losses suffered by Seller Indemnitees equals at least are in excess of the Basket, at which time, subject Deductible Amount. (c) Notwithstanding anything to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything contrary set forth in this Section 10.2Agreement, any Losses incurred by any Seller Indemnitee arising out indemnification of the failure of Parent, LuxCo or BHN Seller Indemnitees by Buyer pursuant to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, Section 9.03(a) shall not be subject to or applied against exceed the Indemnifiable Loss Limit or the Basket, respectivelyMerger Consideration.