Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 8.02, Section 8.06 and the other Sections of this Article 8, following the Closing, the Purchaser and each of its Affiliates and Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Sellers, severally and not jointly, from and against the amount of any and all Losses incurred by them arising out of: (i) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicable. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 8.02Sections 9.2 and 9.6, Section 8.06 the Company and the other Sections Principal Stockholders, individually and only to the extent of this Article 8their respective obligations hereunder, following the Closingshall indemnify, the save and hold harmless each Purchaser Indemnitee against and each of its Affiliates and Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Sellers, severally and not jointly, from and against the amount of any and all Losses Damages sustained or incurred by them any Purchaser Indemnitee, as a result of, or arising out of or by virtue of: (i) 9.1.1 any inaccuracy in or breach of, or inaccuracy in, of any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, and warranty made by the Company or the Principal Stockholders to Purchaser herein or in any certificate or closing document delivered to Purchaser in connection herewith; 9.1.2 the breach by the Company or any Principal Stockholder of, or failure of the Company or any Principal Stockholder to comply with, any of the covenants or obligations under Article 4 of this Agreement to be performed by the Company or the Principal Stockholders (including their obligations under this ARTICLE IX); 9.1.3 acts or omissions of the Company and the Subsidiaries, or of any former subsidiaries of the Company, on or before the Closing Date, including the operation of the Business before the Closing Date; 9.1.4 Taxes which are unpaid as of the Closing Date and which are imposed on the Company or any certificate delivered pursuant hereto of the Subsidiaries with respect to (a) any taxable period ending on or made before the Closing Date, or (b) the pre-Closing portion of any taxable period which begins before, and ends after, the Closing Date, to the extent the liability for such Taxes exceeds the accrual for Taxes contained on the Closing Balance Sheet; or 9.1.5 without being limited by NewCo Sections 9.1.1 through 9.1.4 above and without regard to the fact that any one or more of the items referred to in this Section 9.1.5 may be disclosed in the Joinder; Disclosure Schedule or in any documents included or referred to therein: (iva) any breach Plan or Welfare Plan which either the Company, one of the Subsidiaries or an ERISA Affiliate has at any time maintained or administered or to which the Company, one of the Subsidiaries or any ERISA Affiliate has at any time contributed (including any liability for health continuation requirements under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA and any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any Multiemployer Plan, or any lien to enforce any Title IV liability); any benefits accrued pursuant to any Welfare Plan or Employee Benefit Plan at or prior to the Closing; or any action or failure to perform by the Company of its covenants act, in whole or agreements under this Agreement in part, at or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (prior to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related Closing with respect 50 to any Excluded Contract (the indemnity provided in this clause (vi)Plan, the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty Welfare Plan or covenant made by the Sellers Employee Benefit Plan; or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything any violation of, or delinquency in respect to, any decree, order or arbitration award or Law in effect on or prior to the contrary in this AgreementClosing Date of or agreement of either the Company or one of the Subsidiaries with, or any license or Permit granted to the Company or one of the Subsidiaries from, any Governmental or Regulatory Authority to which the Company or one of the Subsidiaries is subject. Notwithstanding the foregoing, the Company's obligation to indemnify Purchaser Indemnified Parties under this Section 9.1 shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicable. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after terminate at the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. Subject to the limitations set forth in Section 5.02 below, the Company and the Stockholders each hereby jointly and individually agree to indemnify, defend, and hold harmless the Purchaser, its officers, directors, employees, agents, attorneys, and shareholders (the "Indemnitees" or an "Indemnitee") from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively "Damages"), asserted against, assessed upon, resulting to, imposed upon, or incurred by an Indemnitee by reason of or resulting from (a) Subject a material breach of any representation, warranty, covenant, obligation, or agreement of the Company or the Stockholders contained in or made pursuant to this Agreement, including the Schedules and Exhibits hereto, or any facts or circumstances constituting such a breach; or (b) the operation of the Company's business, including, but not limited to, any products sold or services rendered, or any Tax liability for any period, prior to the provisions Effective Date (collectively the "Indemnified Claims"). In addition, the Stockholders agree to indemnify the Indemnitee for such Damages as they are incurred by the Indemnitee irrespective of this Section 8.02, Section 8.06 any ongoing or continuing legal proceedings and the other Sections of this Article 8relative timeframes and issues associated with such proceedings, following or the Closing, relative success or nonsuccess the Indemnitee may experience in such proceedings; and the Purchaser shall have the right to offset, withhold, and each of its Affiliates and Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Sellers, severally and not jointly, deduct such Damages from and against the amount of any and all Losses incurred by them arising out of: (i) any breach of, or inaccuracy in, any representation or warranty, as payment of the date of the Original Agreement or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure Earn Out Amount required to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, be made by the Company under Article 4 Purchaser pursuant to Section 1.03 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such SellerAgreement. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicable. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (ai) Subject to the provisions limitations contained in this Section 8.4, the Seller agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates (each, a "Purchaser Indemnified Party") from and against any and all losses, liabilities, and damages, costs and expenses (including reasonable fees and disbursements of counsel) (hereinafter individually, a "Loss" and collectively, "Losses") which arise out of, or result from, (A) any inaccuracy in or any breach of any representation or warranty of the Seller contained in this Agreement or in the officer's certificate delivered by the Seller pursuant to Section 3.2(b)(i) or the failure of each of the representations and warranties of the Seller contained in this Agreement to be true and correct as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; provided however, that for purposes of this Section 8.02, Section 8.06 and the other Sections of this Article 8, following the Closing, the Purchaser and each of its Affiliates and Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Sellers, severally and not jointly, from and against the amount of any and all Losses incurred by them arising out of: (i) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v8.4(a)(i)(A), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect liability for a failure of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j)Section 4.15 to be true and correct as of the Closing Date shall arise only if such failure has or would reasonably be expected to have a Material Adverse Effect, (oB) any breach of any covenant or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 agreement of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything to the contrary contained in this Agreement, (C) any Excluded Liability, (D) any Taxes to be paid pursuant to Sections 2.7 and 6.8, or (E) liabilities incurred by the Purchaser resulting from the operation of the Business on or prior to the Closing Date. (ii) Each Purchaser Indemnified Parties Party shall give the Seller prompt written notice of any claim, assertion, event or proceeding (collectively, a "Purchaser Claim") by or in respect of a third party of which such Purchaser Indemnified Party has knowledge concerning any Loss as to which such Purchaser Indemnified Party may request indemnification hereunder provided, however, that any failure to give such Purchaser Claim will not be entitled to indemnification under Section 8.02(a) unless deemed a waiver of any rights of the Purchaser Indemnified Party has provided except to the Sellers’ Representative extent the rights of the Seller are prejudiced by such failure or the Seller otherwise suffers damage as a result of such failure. The Seller shall have the right to direct, through counsel of its own choosing reasonably acceptable to the Purchaser, the defense or settlement of any such Purchaser Claim at its own expense. If the Seller elects to assume the defense of any such Purchaser Claim, such Purchaser Indemnified Party may participate in such defense, but in such case the expenses of such Purchaser Indemnified Party shall be paid by such the Purchaser Indemnified Party. Such Purchaser Indemnified Party shall provide the Seller with access to its records and personnel relating to any such Purchaser Claim during normal business hours and shall otherwise cooperate with the Seller in the defense or settlement thereof, and the Seller shall reimburse such Purchaser Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Seller elects to direct the defense of any such Purchaser Claim, such Purchaser Indemnified Party shall not pay, or permit to be paid, any part of any Loss arising from such Purchaser Claim, unless the Seller consents in writing to such payment or unless the Seller, subject to the last sentence of this subsection (ii), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Seller is entered against the Purchaser Indemnified Party for such Loss. If the Seller shall fail to defend any Purchaser Claim, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, such Purchaser Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Seller's expense. If such Purchaser Indemnified Party assumes the defense of such Purchaser Claim pursuant to this subsection (ii) and proposes to settle such Purchaser Claim prior to a final judgment thereof or to forego appeal with respect thereto, then such Purchaser Indemnified Party shall give the Seller prompt written notice thereof and the Seller shall have the right to participate in the settlement or assume or reassume the defense of such claim in accordance with Section 8.04(a) or 8.05(a), as applicablePurchaser Claim. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 8.02The Seller shall indemnify, Section 8.06 defend and the other Sections of this Article 8, following the Closing, hold the Purchaser and each of its officers, directors, employees, agents and its Affiliates and Representatives (each hereinafter each, a “Purchaser Indemnified PartyIndemnitee”) shall be indemnified by the Sellersharmless from, severally and not jointlywill reimburse such Purchaser Indemnitee for, from and against the amount of any and all Losses incurred by them arising such Purchaser Indemnitee to the extent that such Losses arise out ofof or result from: (i) any breach of, or the inaccuracy in, of any representation or warranty, as of the date of the Original Agreement or as of the Closing, warranty made by such the Seller under Article 3 of in this Agreement or any certificate delivered pursuant hereto or made by NewCo in the JoinderAgreement; (ii) any breach or the failure by the Seller to perform by such Seller or observe any term, provision and/or covenant of any of its covenants or agreements under this Agreement or any document contemplated herebyAgreement; (iii) any breach ofinadequate, inaccurate or inaccuracy inimproper acts or omissions by the Seller, actual or alleged, related to the servicing of the Mortgage Loans with respect to which the Transfer Date has occurred, including, without limitation, any representation failure, actual or warrantyalleged, as of to comply with Applicable Requirements, relating to the date of period prior to the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinderrelated Transfer Date; (iv) any breach or failure Excluded Obligation with respect to perform by Servicing Rights with respect to which the Company of its covenants or agreements under this Agreement or any document contemplated herebyTransfer Date has occurred; (v) (w) the NewCo Employee Liabilitiesmatters described in Section 6.02, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (subject to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”)limitations set forth therein; andor (vi) any Loss related to any Excluded Contract (act or omission of the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising Seller in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent performance of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Sellerunder this Agreement. (b) Notwithstanding anything in this Agreement to the contrary contrary, for purposes of establishing whether any matter is indemnifiable under Section 9.01(a), the accuracy of the representations and warranties of the Seller contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Seller’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this AgreementAgreement regarding the Seller’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Purchaser Indemnified Parties Seller shall not be entitled required to indemnification under Section 8.02(a) unless fully indemnify the Purchaser Indemnified Party has provided for all Losses arising in whole or in part from the Sellers’ Representative with written notice breach of such claim in accordance with Section 8.04(a) representation or 8.05(a), as applicablewarranty [***]. (c) The Purchaser shall useIn addition, and notwithstanding anything in this Agreement to the contrary, but subject to the limitations of applicable law, the indemnification obligations of the Seller under this Agreement shall cause its Affiliates not be limited by time[***]. (including d) Seller shall pay to Purchaser Indemnitee any non-disputed Losses within thirty (30) days of the Company and its Subsidiaries after the Closing) to useSeller’s receipt of an invoice therefor, commercially together with reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise theretosupporting documentation.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 8.02, Section 8.06 7.02 and the other Sections of this Article 8, following the Closing7, the Purchaser and each of its Affiliates Affiliates, officers, directors, employees, agents, successors and Representatives assigns and, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by each of the Sellers, severally jointly and not jointlyseverally, from and against the amount of any and all Losses incurred or sustained by or imposed upon any of them arising out with respect to or by reason of: (i) any failure, breach of, or inaccuracy in, of any representation representations or warranty, as of the date of the Original Agreement or as of the Closing, warranties made by such Seller the Sellers under Article 3 of this Agreement or contained in any certificate certificate, document or instrument delivered pursuant hereto by the Sellers or made by NewCo in the JoinderCompany hereunder; (ii) any breach breach, default or failure to perform by such Seller lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or any document contemplated herebythe Ancillary Agreements; (iii) any breach of, or inaccuracy in, any representation or warranty, as Liabilities of the date Company arising under or in connection with any Environmental Laws with respect to any of the Original Agreement or as of the Closing, made facilities leased by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in to the JoinderRelated Party Leases; (iv) any breach or failure to perform by Liabilities of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of its covenants or agreements under this Agreement or the Effective Time, including but not limited to, any document contemplated herebyLiabilities for Indebtedness owed to Xxxxx Fargo Bank, NA, KIT International, Inc., Xxxx-Xxxxxx, W. Xxxxx Xxxxxx, International Steel City Company, Inc. and Xxxxx Xxxxxxx; (v) (w) any Liabilities of the NewCo Employee Liabilities, (x) Company or the failure to deliver an LTIP Acknowledgment, (y) Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”)Effective Time; and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or Liabilities of the Company arising under or in respect of Taxes, including under Section 4.19 connection with any Taxes relating to periods ending on or prior to Closing (other than the representations and warranties in Sections 4.19(j7.02(a)(ii), (o) or (q)iii), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(aiv), (v) and (vi) are hereinafter referred to as applicable. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.“Specified Indemnity Claims”)

Indemnification of the Purchaser. (a) Subject to the provisions limitations set forth in Section 8.1 above and, except in the case of any claim related to Taxes (a "Tax Claim"), which shall be governed exclusively by Section 8.2(b) of this Section 8.02Agreement, Section 8.06 and the other Sections of this Article 8, following the Closing, Seller agrees to indemnify the Purchaser and each of its successors, permitted assigns, directors, officers, employees and Affiliates and Representatives (each hereinafter a “"Purchaser Indemnified Party”Indemnitees") shall be indemnified by the Sellers, severally and not jointly, from and against all liabilities, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses ("Adverse Consequences"), arising out of or resulting from (x) any breach of any representation or warranty of the amount Seller contained in this 54 61 (1) the BN Sale and (2) the exercise, cancellation or other disposition of the Company Options to the extent the Liabilities are in excess of amounts accrued on the Closing Balance Sheet in respect of such Company Options, and any and all Losses incurred by them actions, suits, proceedings, judgments, costs and expenses incidental to any of the foregoing; provided, however, that (A) for purposes of the indemnification provided under Section 8.2(a)(x) (other than in respect of the breach or inaccuracy of Sections 3.6, 3.7, 3.8, 3.24 and 3.28 to which the deductible shall not apply), the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Adverse Consequences arising out of: of all such breaches exceeds $15,000,000 and (iB) any for purposes of the indemnification provided under Section 8.2(a)(x), the Seller shall have no obligation to indemnify the Purchaser Indemnitees in respect of a breach of, or inaccuracy in, any representation or warranty, as of Section 3.12(a) to the extent the event giving rise to the breach occurred after the date of this Agreement and either was disclosed in writing to the Original Agreement Purchaser or as the Purchaser otherwise had knowledge of the event prior to the Closing; and provided, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach offurther, or inaccuracy in, any representation or warranty, as that for purposes of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity indemnification provided in this clause (vSection 8.2(a)(x), the “Employee Matters Indemnity”); and (vi) any Loss related obligations of the Seller to any Excluded Contract (indemnify the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein Purchaser Indemnitees shall be limited to the contrary, no representation, warranty or covenant made by aggregate payments equal to the Sellers or the Company Purchase Price (other than in respect of Taxesthe breach or inaccuracy of the representation and warranties set forth in Sections 3.28 and 3.33 which shall not be so limited). For purposes of the indemnification provided in Section 8.2(a)(x), including under Section 4.19 (other than in determining whether the representations and warranties in Sections 4.19(j)of the Seller have been breached, (o) or (q)), shall apply or give rise no effect will be given to any claims for Losses with respect to Taxes arising materiality qualifier or dollar threshold set forth in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Sellerrepresentations and warranties or related definitions. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicable. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (a) 8.1.1 Subject to the provisions of this Section 8.02, Section 8.06 terms and the other Sections conditions of this Article 8, the Sellers shall indemnify, defend and hold the Purchaser (or the relevant Company or Subsidiary, as the case may be) harmless from and against any and all damages, liabilities and losses, including those resulting from a Tax audit or reassessment (individually a "Loss" or collectively "LOSSES"), asserted against, resulting in, imposed upon or incurred by the Purchaser, the Companies or the Subsidiaries relating to, arising out of or resulting from: (a) any inaccuracy or breach of any representation or warranty of the Sellers contained in this Agreement; (b) any breach or violation of any covenant or agreement of the Sellers contained in this Agreement (other than Article 2); or Except with respect to claims based upon fraud, the right to indemnification provided for in this Article 8.1.1 shall be the Purchaser's exclusive remedy for any such inaccuracy or breach of representations or warranty or breach of covenant or agreement. 8.1.2 No indemnification pursuant to Article 8. 1.1 above will be made: (a) if, and to the extent that, provision to the relevant Loss was made in the relevant Financial Statements; (b) to the extent that the relevant Losses are due to Purchaser's or, with respect to any period following the Closing, any Company's or Subsidiary's willful misconduct; (c) if and to the extent that (in the event that the relevant breach can be cured) the Sellers have, within thirty (30) days following receipt by the Sellers of Purchaser's notice, cured such breach by specific performance; (d) if and to the extent that Purchaser or the Companies are entitled to receive or have received recovery for the relevant Losses from any other Person (including under any insurance policy) or if and each to the extent that non-recovery from any other Person is due to the failure of Purchaser and/or any Company and/or any Subsidiary to use its Affiliates or their reasonable efforts to obtain such recovery; (e) if and Representatives to the extent that the relevant Losses arise or are increased as a result of the enactment or amendment of any legal requirement including with regard to Taxes after the date of this Agreement; (each hereinafter f) if the relevant Losses arise as a “Purchaser Indemnified Party”result of the application of any generally accepted accounting principles, procedures, methods and judgments other than those used to prepare the Financial Statements as set forth in SCHEDULE 3.5; (g) if it relates to a Loss resulting from a breach of a representation or warranty in Article 3 that was incorrect at the time this Agreement was executed, but was subsequently true and correct at Closing, so long as (i) the Companies and their Subsidiaries shall not have breached their obligations under Section 5.1 of this Agreement in connection with causing such representation to be indemnified true and correct; and (ii) the actions taken by the Sellers, severally and not jointlythe Companies or the Subsidiaries to make such representation or warranty true or correct at Closing shall be at no cost for the Companies, from and against the amount Subsidiaries or the Purchaser. The Sellers shall endeavor to keep the Purchaser reasonably informed of any and all Losses incurred by them arising out of: (i) any breach of, or inaccuracy in, any actions considered to be taken to make such representation or warranty, as of the date of the Original Agreement warranty true or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) correct at Closing provided that the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything to the contrary in this Agreement, keep the Purchaser Indemnified Parties so informed shall not be entitled to indemnification affect the carve out under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicablethis Article 8. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (a) Subject Except with respect to liabilities assumed by the Purchaser pursuant to Section 3.1 hereof and subject to Sections 8.4.3, 8.16 and 11.8 hereof, the Sellers, Clare, TUG NY and the Selling Shareholders shall jointly and severally indemnify the Purchaser for and hold it harmless against any and all costs, expenses, claims, damages, lawsuits, attorneys', accountants' and other professional fees, losses, deficiencies, assessments, administrative orders, fines, penalties, actions, proceedings, judgments, liabilities and obligations of any kind or description (a "Claim") asserted against, incurred, or required to be paid by the Purchaser (regardless of when asserted or by whom), associated with or arising, from (i) any and all Excluded Liabilities and any and all liabilities, obligations and commitments of the Sellers, Clare, TUG NY and/or the Selling Shareholders not expressly assumed by or disclosed to the provisions Purchaser hereunder, (ii) any breach by the Sellers, Clare, TUG NY or the Selling Shareholders of any representation, warranty or covenant contained in this Agreement, (iii) the failure of the Sellers, Clare, TUG NY and/or the Selling Shareholders to perform any other obligation imposed on such entity or person by this Agreement, and (iv) any employee benefit plan or policy maintained by or on behalf of the Sellers, Clare, TUG NY and/or the Selling Shareholders, including any obligation under Section 8.028.3, Section 8.06 at any time prior to the Closing Date, regardless of whether such Claim is asserted before or after the Closing Date and regardless of when the other Sections Claim arose. (b) In the event any director, officer, employee, agent or representative of this Article 8, following the Closing, the Purchaser and each of its Affiliates and Representatives (each hereinafter "Purchaser Representative") is subject to a “Claim which, if asserted against the Purchaser, would entitle the Purchaser Indemnified Party”to indemnification in accordance with Section 8.4.1(a) hereof, such Purchaser Representative or, to the extent that such Purchaser Representative's liabilities, obligations or costs in connection with such Claim have been borne by the Purchaser, then the Purchaser shall be indemnified by the SellersSellers in accordance with Section 8.4.1(a) hereof, severally and provided that a final determination has been made that such Purchaser Representative has not jointlyintentionally violated law or acted outside the scope of his/her authority in connection with such Purchaser Representative's duties, from and against in which event neither the amount of any and all Losses incurred by them arising out of: (i) any breach of, or inaccuracy in, any representation or warrantyPurchaser nor such Purchaser Representative, as of the date of the Original Agreement or as of the Closing, made by such Seller under Article 3 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (ii) any breach or failure to perform by such Seller of any of its covenants or agreements under this Agreement or any document contemplated hereby; (iii) any breach of, or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q))case may be, shall apply or give rise be indemnified pursuant to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under this Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Seller8.4.1(b). (bc) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification under this Section 8.02(a) 8.4.1, unless and until the aggregate amount of all Purchaser's Claims exceeds an aggregate amount equal to $100,000 (the "Sellers' Basket Amount"). If Purchaser's Claims exceed the Sellers' Basket Amount, then the Purchaser Indemnified Party has provided shall be entitled to recover the full amount of such Purchaser's Claims without regard to the Sellers’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(a), as applicable' Basket Amount. (cd) The Purchaser shall useSubject to the insurer's maintaining its right of recourse or contribution against a person who has caused an injury or damage, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate amount of any Loss Claims for which indemnification may is provided under this Section 8.4.1 shall be sought hereunder upon becoming aware net of any event which would reasonably be expected to, amounts recovered or does, give rise theretorecoverable by the Purchaser under insurance policies with respect to such Claim.

Indemnification of the Purchaser. The ACQUIRED COMPANY and SELLING MEMBER (a) Subject to the provisions of this Section 8.02, Section 8.06 and the other Sections of this Article 8, following the Closingcollectively, the Purchaser “Seller Indemnifying Party”) shall, jointly and severally, indemnify the PURCHASER, and its Affiliates and each of its Affiliates their respective officers, directors, employees, stockholders, partners, members, managers or other equity holders, agents and Representatives representatives (each hereinafter each, a “Purchaser PURCHASER Indemnified Party”) shall be indemnified by the Sellersagainst, severally and not jointlyhold each PURCHASER Indemnified Party harmless against, from and against the amount of any and all Losses suffered or incurred by them such PURCHASER Indemnified Party, resulting from or arising out ofof any of the following: (i) 8.1.1 any breach of, or inaccuracy in, any representation or warrantybreach, as of the date Execution Date, of any representation or warranty of the Original Agreement or as of the Closing, made by such Seller under Article 3 of ACQUIRED COMPANY and SELLING MEMBER contained in this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinderexhibit hereto; (ii) 8.1.2 any breach or failure to perform by such Seller any covenant or agreement of any of its covenants or agreements under the ACQUIRED COMPANY and SELLING MEMBER contained in this Agreement or any document contemplated herebyagreement or instrument executed by the ACQUIRED COMPANY pursuant to this Agreement; (iii) 8.1.3 any breach of, and all taxes imposed on or inaccuracy in, any representation or warranty, as of the date of the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinder; (iv) any breach or failure to perform by the Company of its covenants or agreements under this Agreement or any document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”); and (vi) any Loss related to any Excluded Contract (the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate ACQUIRED COMPANY that are allocable to or attributable to a Pre-Closing Tax Period. Except , together with any and all employment taxes arising in connection with the transactions contemplated by this Agreement prior to the extent of its obligations Execution Date; 8.1.4 (i) any claim by any third party relating to any alleged direct or indirect ownership interest in the ACQUIRED COMPANY or any right to acquire any such ownership interest; or (ii) any pledge or other Encumbrance with respect to any equity securities of the Specific Indemnity, ACQUIRED COMPANY. The ACQUIRED COMPANY’s obligation to indemnify the PURCHASER Indemnified Party shall only arise upon the payment in no event shall either Seller be responsible for Losses in excess full of the portion Purchase Price. For purposes of the Final Purchase Price paid to such Seller. (b) Notwithstanding anything to the contrary in this AgreementSection 8, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 8.02(a) unless the Purchaser Indemnified Party has provided the Sellersterm “Losses” means any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, offsets, demands, fees (including reasonable attorneys’ Representative with written notice of such claim in accordance with Section 8.04(a) or 8.05(afees), as applicableexpenses, disbursements and other obligations. (c) The Purchaser shall use, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing) to use, commercially reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 8.02The Seller shall indemnify, Section 8.06 defend and the other Sections of this Article 8, following the Closing, hold the Purchaser and each of its officers, directors, employees, agents and its Affiliates and Representatives (each hereinafter each, a “Purchaser Indemnified PartyIndemnitee”) shall be indemnified by the Sellersharmless from, severally and not jointlywill reimburse such Purchaser Indemnitee for, from and against the amount of any and all Losses incurred by them arising such Purchaser Indemnitee to the extent that such Losses arise out ofof or result from: (i) any breach of, or the inaccuracy in, of any representation or warranty, as of the date of the Original Agreement or as of the Closing, warranty made by such the Seller under Article 3 of in this Agreement or any certificate delivered pursuant hereto or made by NewCo in the JoinderAgreement; (ii) any breach or the failure by the Seller to perform by such Seller or observe any term, provision and/or covenant of any of its covenants or agreements under this Agreement or any document contemplated herebyAgreement; (iii) any breach ofinadequate, inaccurate or inaccuracy inimproper acts or omissions by the Seller, actual or alleged, related to the servicing of the Mortgage Loans with respect to which the Transfer Date has occurred, including, without limitation, any representation failure, actual or warrantyalleged, as of to comply with Applicable Requirements, relating to the date of period prior to the Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant hereto or made by NewCo in the Joinderrelated Transfer Date; (iv) any breach or failure Excluded Obligation with respect to perform by Servicing Rights with respect to which the Company of its covenants or agreements under this Agreement or any document contemplated herebyTransfer Date has occurred; (v) (w) the NewCo Employee Liabilitiesmatters described in Section 6.02, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any LTIP Remediation Costs (subject to the extent not counted in Company Indebtedness) (the indemnity provided in this clause (v), the “Employee Matters Indemnity”)limitations set forth therein; andor (vi) any Loss related to any Excluded Contract (act or omission of the indemnity provided in this clause (vi), the “Specific Indemnity”). Notwithstanding anything herein to the contrary, no representation, warranty or covenant made by the Sellers or the Company in respect of Taxes, including under Section 4.19 (other than the representations and warranties in Sections 4.19(j), (o) or (q)), shall apply or give rise to any claims for Losses with respect to Taxes arising Seller in the Post-Closing Tax Period, other than any imputed underpayments imposed under Section 6225 of the Code in a Post-Closing Tax Period which relate to a Pre-Closing Tax Period. Except to the extent performance of its obligations in respect of the Specific Indemnity, in no event shall either Seller be responsible for Losses in excess of the portion of the Final Purchase Price paid to such Sellerunder this Agreement. (b) Notwithstanding anything in this Agreement to the contrary contrary, for purposes of establishing whether any matter is indemnifiable under Section 9.01(a), the accuracy of the representations and warranties of the Seller contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Seller’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this AgreementAgreement regarding the Seller’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Purchaser Indemnified Parties Seller shall not be entitled required to indemnification under Section 8.02(a) unless fully indemnify the Purchaser Indemnified Party has provided for all Losses arising in whole or in part from the Sellers’ Representative with written notice breach of such claim in accordance with Section 8.04(a) representation or 8.05(a), as applicablewarranty ***. (c) The Purchaser shall useIn addition, and notwithstanding anything in this Agreement to the contrary, but subject to the limitations of applicable law, the indemnification obligations of the Seller under this Agreement shall cause its Affiliates not be limited by time ***. (including d) Seller shall pay to Purchaser Indemnitee any non-disputed Losses within thirty (30) days of the Company and its Subsidiaries after the Closing) to useSeller’s receipt of an invoice therefor, commercially together with reasonable efforts in accordance with applicable Law to mitigate any Loss for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise theretosupporting documentation.