Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 and the other Sections of this Article 7, the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and 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, jointly and severally, from and against the amount of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws with respect to any of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)

Indemnification of the Purchaser. (a) Subject to Sections 8.4 and 8.7 and the other provisions of this Section 7.02 Article VIII, from and after the other Sections of this Article 7Closing Date, the Indemnifying Party hereby agrees to indemnify, defend and hold harmless the Purchaser and each of its AffiliatesControlled subsidiaries (including, officersfollowing the Closing, directorsthe Group Companies), employeestheir respective Representatives and the heirs, agentsexecutors, successors and assigns and, after of any of the Effective Time, Purchaser, foregoing (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), jointly against and severally, from and against the amount in respect of any and all Losses losses, interest, penalties, costs, expenses, Actions, Liabilities, Taxes, judgments, deficiencies or damages but for the avoidance of doubt not including any such amounts incurred in connection with any indemnification claim hereunder by the Indemnified Party to the extent that the Indemnified Party is not successful in such claim (all of the foregoing collectively, “Losses”) paid, suffered, incurred or sustained by by, or imposed upon any the Indemnified Party to the extent arising in whole or in part out of them with respect to or by reason of: (i) any failure, breach or inaccuracy as a result of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with (whether or not involving a Third Party Claim): (a) the failure of any Environmental Laws representation or warranty of the Seller contained herein to be true and correct as of the Agreement Date and as of the Closing Date as if made at the Closing; (b) any breach of any covenant, agreement or undertaking made by the Seller or, with respect to any of the facilities leased by the Company pursuant periods prior to the Related Party LeasesClosing Date, any Group Company, in this Agreement or any Additional Agreement; (ivc) any Liabilities of amounts owing to the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed Purchaser pursuant to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇Section 2.8; (vd) any Liabilities pre-Closing Indebtedness of the Company or Group Companies other than the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; andAssumed Indebtedness; (vie) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing Special Tax Indemnity; or (Sections 7.02(a)(ii), (iii), (iv), (vf) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)Reorganization Tax Indemnity.

Indemnification of the Purchaser. (a) Subject to Each Seller shall severally (but not jointly or jointly and severally) indemnify and hold harmless the provisions of this Section 7.02 and Purchaser, its Affiliates (including following the other Sections of this Article 7Closing, the Purchaser and each of its Affiliatesthe Group Companies) and their respective successors and their respective shareholders, officers, directors, employees, agents, successors employees and assigns and, after the Effective Time, Purchaseragents (collectively, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser Indemnified PartyParties”) shall be indemnified by each of the Sellers, jointly and severally, from and against the amount of any and all Losses that may be paid, suffered or incurred by any Purchaser Indemnified Party that arise out of or sustained by or imposed upon result from (including any allegations of them with respect to or by reason of: third parties that if true would constitute): (i) any failure, inaccuracy in or any breach or inaccuracy of any representations or warranties Fundamental Representation made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; such Seller; (ii) any breach, default failure by such Seller to perform or lack of performance on the part of the Sellers or the Company of fulfill any of its covenants or agreements required to be performed by such Seller under this Agreement; (iii) any failure by the Company to perform or fulfill any of its covenants or agreements required to be performed by the Company under this Agreement prior to or on the Closing; (iv) any indemnification or exculpation claims against any Group Company by any past or present Seller Related Directors and Officers (whether such claims are under applicable Law, any current indemnification agreement, this Agreement or otherwise); (v) any MIP Payment or the Globeleq Management Incentive Plan; or (vi) any Action relating to any matter referred to in clauses (i) through (v) above (including any Action commenced by any Purchaser Indemnified Parties for the purpose of enforcing any of its rights under this Agreement, including this Section 8.2(a)). (b) The Purchaser Indemnified Parties shall be indemnified and held harmless from the Special Policy from and against any and all Losses that may be paid, suffered or incurred by any Purchaser Indemnified Party that arise out of or result from (including any allegations of third parties that if true would constitute): (i) any inaccuracy in or any breach of any representation and warranty made by any Seller or the Company in this Agreement or any Transaction Document; (ii) any failure by any Seller or the Company to perform or fulfill any of its covenants or agreements required to be performed by such Seller or the Company under this Agreement or the Ancillary Agreements; any Transaction Documents; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws with respect to any of the facilities leased failure by the Company pursuant to perform or fulfill any of its covenants or agreements required to be performed by the Related Party Leases; Company under this Agreement or any Transaction Documents prior to or on the Closing; (iv) any Liabilities of the Company for any Indebtedness which have not been paid in full Pre-Closing Taxes; or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes Action relating to periods ending on or prior any matter referred to Closing in clauses (Sections 7.02(a)(ii), (iii), (iv), i) through (v) and above (vi) are hereinafter referred to as including any Action commenced by any Purchaser Indemnified Parties for the “Specified Indemnity Claims”purpose of enforcing any of its rights under this Agreement, including this Section 8.2(b)).

Indemnification of the Purchaser. (a) Subject to the provisions of this limitations set forth in Section 7.02 5.02 below, the Company and the other Sections of this Article 7Stockholders each hereby jointly and individually agree to indemnify, defend, and hold harmless the Purchaser and each of Purchaser, its Affiliates, officers, directors, employees, agents, successors attorneys, and assigns and, after shareholders (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”"Indemnitees" or an "Indemnitee") shall be indemnified by each of the Sellers, jointly and severally, from and against the amount 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) a material breach of any and all Losses incurred representation, warranty, covenant, obligation, or sustained by or imposed upon any of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities agreement of the Company arising under or the Stockholders contained in connection with or made pursuant to this Agreement, including the Schedules and Exhibits hereto, or any Environmental Laws with respect to any facts or circumstances constituting such a breach; or (b) the operation of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective TimeCompany's business, including including, but not limited to, any Liabilities products sold or services rendered, or any Tax liability for Indebtedness owed any period, prior to ▇▇▇▇▇ Fargo Bankthe Effective Date (collectively the "Indemnified Claims"). In addition, NAthe Stockholders agree to indemnify the Indemnitee for such Damages as they are incurred by the Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, KIT Internationalor the relative success or nonsuccess the Indemnitee may experience in such proceedings; and the Purchaser shall have the right to offset, Inc.withhold, ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) deduct such Damages from any Liabilities payment of the Company or Earn Out Amount required to be made by the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as Purchaser pursuant to Section 1.03 of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)this Agreement.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 The Seller shall indemnify, defend and the other Sections of this Article 7, hold the Purchaser and each of its Affiliates, officers, directors, employees, agentsagents and its Affiliates (each, successors and 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 PartyIndemnitee”) shall be indemnified by each of the Sellersharmless from, jointly and severallywill reimburse such Purchaser Indemnitee for, from and against the amount of any and all Losses incurred by such Purchaser Indemnitee to the extent that such Losses arise out of or sustained by or imposed upon any of them with respect to or by reason ofresult from: (i) any failure, breach or the inaccuracy of any representations representation or warranties warranty made by the Sellers under Seller in this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunderAgreement; (ii) the failure by the Seller to perform or observe any breachterm, default or lack provision and/or covenant of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary AgreementsAgreement; (iii) any Liabilities inadequate, inaccurate or improper acts or omissions by the Seller, actual or alleged, related to the servicing of the Company arising under or in connection with any Environmental Laws Mortgage Loans with respect to which the Transfer Date has occurred, including, without limitation, any of the facilities leased by the Company pursuant failure, actual or alleged, to comply with Applicable Requirements, relating to the Related Party Leasesperiod prior to the related Transfer Date; (iv) any Liabilities of Excluded Obligation with respect to Servicing Rights with respect to which the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇Transfer Date has occurred; (v) any Liabilities of the Company or matters described in Section 6.02, subject to the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Timelimitations set forth therein; andor (vi) any Liabilities act or omission of the Company Seller in the performance of its obligations under this Agreement. (b) Notwithstanding anything in this Agreement to the 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 Agreement regarding the Seller’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Seller shall be required to fully indemnify the Purchaser for all Losses arising under in whole or in connection part from the breach of such representation or warranty [***]. (c) In 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 not be limited by time[***]. (d) Seller shall pay to Purchaser Indemnitee any non-disputed Losses within thirty (30) days of the Seller’s receipt of an invoice therefor, together with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)reasonable supporting documentation.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 and the other Sections of Except as otherwise provided in this Article 7IX, the Seller (the “Seller Indemnifying Party”) agrees to indemnify, defend and hold harmless each of the Purchaser and each of its Affiliates, Affiliates and their respective officers, directors, employees, agents, successors and assigns and, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agentssubsidiaries, successors partners, members and assigns controlling persons (each hereinafter each, a “Purchaser Indemnified Party”) shall be indemnified to the fullest extent permitted by each of the Sellers, jointly and severally, law from and against the amount of any and all Losses losses, injuries, demands, settlements, fines, penalties, Claims (including, without limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Purchaser Indemnified Party in any action between the Seller Indemnifying Party and the Purchaser Indemnified Party or sustained by between the Purchaser Indemnified Party and any third party or imposed upon any of them with respect to otherwise) or by reason other liabilities (collectively, “Losses”) resulting from or arising out of: : (i) any failure, breach or inaccuracy of any representations representation or warranties made warranty by the Sellers under Seller in this Agreement (including any breach of a representation or contained warranty in Article IV which, for the avoidance of doubt, shall be the responsibility solely of Seller making the relevant representation in such Article) or any certificate, document or instrument certificate delivered by Seller pursuant to this Agreement (except for the Sellers Estimated Closing Purchase Price Certificate); or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company breach of any covenant or agreement by Seller in this Agreement; provided that, for purposes of its this Section 9, the representations, warranties, covenants and agreements herein shall be deemed to have been made without any qualifications as to materiality and, accordingly, all references herein to “material,” “in all material respects” and similar qualifications as to materiality shall not be deemed as limiting or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities prohibiting Purchaser from submission of the Company arising under or in connection with any Environmental Laws with respect to any of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company a claim for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)indemnification hereunder.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 8.02, Section 8.06 and the other Sections of this Article 78, following the Closing, the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors Affiliates and assigns and, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by each of the Sellers, jointly severally and severallynot jointly, from and against the amount of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason arising out of: (i) any failurebreach of, breach or inaccuracy in, any representation or warranty, as of any representations the date of the Original Agreement or warranties as of the Closing, made by the Sellers such Seller under Article 3 of this Agreement or contained any certificate delivered pursuant hereto or made by NewCo in any certificate, document or instrument delivered by the Sellers or the Company hereunderJoinder; (ii) any breach, default breach or lack of performance on the part of the Sellers or the Company failure to perform by such Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreementsany document contemplated hereby; (iii) any Liabilities breach of, or inaccuracy in, any representation or warranty, as of the Company arising under or in connection with any Environmental Laws with respect to any date of the facilities leased Original Agreement or as of the Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant to hereto or made by NewCo in the Related Party LeasesJoinder; (iv) any Liabilities of breach or failure to perform by the Company for of its covenants or agreements under this Agreement or any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any Liabilities of LTIP Remediation Costs (to the extent not counted in Company or Indebtedness) (the Sellers for any Company Transaction Expenses which have not been paid indemnity provided in full or otherwise discharged for any reason as of this clause (v), the Effective Time“Employee Matters Indemnity”); and (vi) any Liabilities of 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 arising in respect of Taxes, including under or Section 4.19 (other than the representations and warranties in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii4.19(j), (iiio) 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. (ivb) 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. (vc) The Purchaser shall use, and shall cause its Affiliates (viincluding the Company and its Subsidiaries after the Closing) are hereinafter referred to as the “Specified Indemnity Claims”)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 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 7.02 and Agreement, the other Sections of this Article 7, Seller agrees to indemnify the Purchaser and each of its Affiliatessuccessors, permitted assigns, directors, officers, directors, employees, agents, successors employees and assigns and, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns Affiliates (each hereinafter a “"Purchaser Indemnified Party”Indemnitees") shall be indemnified by each of the Sellers, jointly and severally, 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 or sustained by or imposed upon actions, suits, proceedings, judgments, costs and expenses incidental to any of them with the foregoing; provided, however, that (A) for purposes of the indemnification provided under Section 8.2(a)(x) (other than in respect to or by reason of: (i) any failure, of the breach or inaccuracy of any representations or warranties made by Sections 3.6, 3.7, 3.8, 3.24 and 3.28 to which the Sellers 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 all such breaches exceeds $15,000,000 and (B) 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 Section 3.12(a) to the extent the event giving rise to the breach occurred after the date of this Agreement or contained and either was disclosed in any certificate, document or instrument delivered by writing to the Sellers Purchaser or the Company hereunder; (ii) any breach, default or lack of performance on the part Purchaser otherwise had knowledge of the Sellers or event prior to the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities Closing; and provided, further, that for purposes of the Company arising under indemnification provided in Section 8.2(a)(x), the obligations of the Seller to indemnify the Purchaser Indemnitees shall be limited to the aggregate payments equal to the Purchase Price (other than in respect of the breach or inaccuracy of the representation and warranties set forth in connection with any Environmental Laws with respect Sections 3.28 and 3.33 which shall not be so limited). For purposes of the indemnification provided in Section 8.2(a)(x), in determining whether the representations and warranties of the Seller have been breached, no effect will be given to any of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company for any Indebtedness which have not been paid materiality qualifier or dollar threshold set forth in full such representations and warranties or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)related definitions.

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 7.02 8.4(a)(i)(A), liability for a failure of the representations and warranties in Section 4.15 to be true and correct as of the other Closing Date shall arise only if such failure has or would reasonably be expected to have a Material Adverse Effect, (B) any breach of any covenant or agreement of the Seller contained in this Agreement, (C) any Excluded Liability, (D) any Taxes to be paid pursuant to Sections of this Article 72.7 and 6.8, or (E) liabilities incurred by the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and assigns and, after resulting from 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 operation of the Sellers, jointly and severally, from and against Business on or prior to the amount of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder;Closing Date. (ii) Each Purchaser Indemnified Party shall give the Seller prompt written notice of any breachclaim, default assertion, event or lack proceeding (collectively, a "Purchaser Claim") by or in respect of performance on 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 deemed a waiver of any rights of the Purchaser Indemnified Party except to the 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 Sellers Seller consents in writing to such payment or unless the Company Seller, subject to the last sentence of any this subsection (ii), withdraws from the defense of its covenants such asserted liability, or agreements under this Agreement unless a final judgment from which no appeal may be taken by or the Ancillary Agreements; (iii) any Liabilities on behalf of the Company arising under Seller is entered against the Purchaser Indemnified Party for such Loss. If the Seller shall fail to defend any Purchaser Claim, or in connection with if, after commencing or undertaking any Environmental Laws 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 any participate in the settlement or assume or reassume the defense of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)such Purchaser Claim.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 8.02, Section 8.06 and the other Sections of this Article 78, following the Closing, the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors Affiliates and assigns and, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns Representatives (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by each of the Sellers, jointly severally and severallynot jointly, from and against the amount of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason arising out of: (i) any failurebreach of, breach or inaccuracy in, any representation or warranty, as of any representations the date hereof or warranties as of the Closing, made by the Sellers such Seller under Article 3 of this Agreement or contained any certificate delivered pursuant hereto or made by NewCo in any certificate, document or instrument delivered by the Sellers or the Company hereunderJoinder; (ii) any breach, default breach or lack of performance on the part of the Sellers or the Company failure to perform by such Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreementsany document contemplated hereby; (iii) any Liabilities breach of, or inaccuracy in, any representation or warranty, as of the Company arising under date hereof or in connection with any Environmental Laws with respect to any as of the facilities leased Closing, made by the Company under Article 4 of this Agreement or any certificate delivered pursuant to hereto or made by NewCo in the Related Party LeasesJoinder; (iv) any Liabilities of breach or failure to perform by the Company for of its covenants or agreements under this Agreement or any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇document contemplated hereby; (v) (w) the NewCo Employee Liabilities, (x) the failure to deliver an LTIP Acknowledgment, (y) the Specified Matters or (z) any Liabilities of LTIP Remediation Costs (to the extent not counted in Company or Indebtedness) (the Sellers for any Company Transaction Expenses which have not been paid indemnity provided in full or otherwise discharged for any reason as of this clause (v), the Effective Time“Employee Matters Indemnity”); and (vi) any Liabilities of 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 arising in respect of Taxes, including under or Section 4.19 (other than the representations and warranties in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii4.19(j), (iiio) 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. (ivb) 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. (vc) The Purchaser shall use, and shall cause its Affiliates (viincluding the Company and its Subsidiaries after the Closing) are hereinafter referred to as the “Specified Indemnity Claims”)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 7.02 4.10 (and in addition to the other Sections of this Article 7indemnification provisions set forth in Section 4.15), the Company will indemnify and hold the Purchaser and each of its Affiliatesdirectors, officers, shareholders, members, partners, employees and agents (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), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, employeesofficers, shareholders, agents, successors members, partners or employees (and assigns andany 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 “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. Promptly after receipt by any Person (the Effective Time“Indemnified Person”) of notice of any demand, Purchaserclaim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 4.10, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser indemnity could have been sought hereunder by such Indemnified Party”) shall be indemnified by each , unless such settlement includes an unconditional release of the Sellers, jointly and severally, such Indemnified Person from and against the amount all liability arising out of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws with respect to any of the facilities leased by the Company pursuant to the Related Party Leases; (iv) any Liabilities of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)such proceeding.

Indemnification of the Purchaser. (a) Subject to the provisions of this limitations set forth in SECTION 8.6 above and Section 7.02 9.1 (C) and (D) below, and to the other Sections of this Article 7extent the Purchaser or Purchaser Indemnified Party is not indemnified under a Transaction Document, the Seller agrees to indemnify and hold harmless the Purchaser and each of its AffiliatesAffiliates (including, officers, directors, employees, agents, successors from and assigns and, after the Effective Time, PurchaserClosing, the Company Company) and each of their respective Affiliatesdirectors, officers, directors, employees, agents, and each of their respective successors and permitted assigns (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by each of the Sellers, jointly and severally"PURCHASER INDEMNIFIED PARTY"), from and against the amount all liabilities, claims, damages, losses, whether or not arising out of any Third-Party Claims, including, without limitation, penalties, expenses and all Losses fees, including court costs and reasonable attorneys' fees and expenses ("ADVERSE CONSEQUENCES") which such Purchaser Indemnified Party has suffered, incurred or sustained by become subject to arising out of, based upon or imposed upon any of them with otherwise in respect to or by reason ofresulting from: (i) any failure, breach or inaccuracy of any representations representation or warranties warranty of the Seller made by the Sellers under in this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunderother Transaction Document to which it is a party; (ii) any breach, default breach or lack nonfulfillment of performance on the part any covenant or obligation of the Sellers or the Company of any of its covenants or agreements under Seller contained in this Agreement or the Ancillary AgreementsNICO Reinsurance Agreement; (iii) all liabilities of any Liabilities kind whatsoever of the Company incurred or arising under or in connection with any Environmental Laws with respect to any of the facilities leased by the Company pursuant periods prior to the Related Party Leases;Closing Date (regardless when any claims are made in respect of such liabilities); and (iv) any Liabilities without limiting the generality of clause (iii) above, (x) the Employment Agreement between the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to and ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii)y) the case known as Consolidated Rail Corp. vs. Ace, et. al. (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)P.A. Ct. of Common

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 terms and the other Sections conditions of this Article 7XI and from and after the Closing Date, the Principal Shareholders (the “Indemnifying Parties”) hereby jointly and severally agree to indemnify and hold harmless the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and 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), jointly against and severally, from and against the amount in respect of any and all Losses out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by or imposed upon any the Indemnified Party as a result of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws with respect to breach, inaccuracy or nonfulfillment of any of the facilities leased by representations, warranties and covenants of the Company contained herein. Notwithstanding the foregoing, except for Fraud Claims against the Company, (i) the Indemnified Party shall not assert any claim, and shall not be entitled to indemnification, unless and until the aggregate amount of all Losses indemnifiable hereunder exceeds an amount equal to $1,000,000 (the “Threshold”), in which event the Indemnifying Party shall be responsible for the aggregate amount of all Losses from the first dollar, regardless of the Threshold, and (ii) any liability incurred pursuant to the Related Party Leases; (iv) any Liabilities terms of this Article XI shall be paid exclusively from the Escrow Shares valued at the then market value per share and in accordance with the terms of the Company for any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)Escrow Agreement.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 Sections 9.2 and the other Sections of this Article 7, the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and assigns and, after the Effective Time, Purchaser9.6, the Company and each the Principal Stockholders, individually and only to the extent of their respective Affiliatesobligations hereunder, officersshall indemnify, directorssave and hold harmless each Purchaser Indemnitee against and from all Damages sustained or incurred by any Purchaser Indemnitee, employeesas a result of, agents, successors and assigns (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by each or arising out of the Sellers, jointly and severally, from and against the amount of any and all Losses incurred or sustained by or imposed upon any of them with respect to or by reason virtue of: (i) 9.1.1 any failure, inaccuracy in or breach or inaccuracy of any representations or warranties representation and warranty made by the Sellers under this Agreement Company or contained the Principal Stockholders to Purchaser herein or in any certificate, certificate or closing document or instrument delivered by the Sellers or the Company hereunderto Purchaser in connection herewith; (ii) any breach, default or lack of performance on 9.1.2 the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws with respect to any of the facilities leased breach by the Company pursuant to the Related Party Leases; (iv) or any Liabilities of the Company for any Indebtedness which have not been paid in full Principal Stockholder of, or otherwise discharged for any reason as of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities failure of the Company or any Principal Stockholder to comply with, any of the Sellers for covenants or obligations under 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 Company Transaction Expenses 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 have not been paid in full or otherwise discharged for any reason are unpaid as of the Effective Time; and Closing Date and which are imposed on the Company or any of the Subsidiaries with respect to (via) any Liabilities taxable period ending on or 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 Sections 9.1.1 through 9.1.4 above and without regard to the fact that any one or more of the Company arising under items referred to in this Section 9.1.5 may be disclosed in the Disclosure Schedule or in connection any documents included or referred to therein: (a) any 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 act, in whole or in part, at or prior to the Closing with respect 50 to any Taxes relating to periods ending Plan, Welfare Plan or Employee Benefit Plan; or (b) any violation of, or delinquency in respect to, any decree, order or arbitration award or Law in effect on or prior to the Closing (Sections 7.02(a)(ii)Date of or agreement of either the Company or one of the Subsidiaries with, (iii)or any license or Permit granted to the Company or one of the Subsidiaries from, (iv)any Governmental or Regulatory Authority to which the Company or one of the Subsidiaries is subject. Notwithstanding the foregoing, (v) and (vi) are hereinafter referred the Company's obligation to as indemnify Purchaser under this Section 9.1 shall terminate at the “Specified Indemnity Claims”)Closing.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 The Seller and the other Sections of this Article 7, the Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and 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 SellersOwners, jointly and severally, from hereby promise and agree to indemnify and hold harmless the Purchaser against the amount of any and all Losses incurred losses, damages, judgments, liabilities, costs and expenses (including reasonable attorneys’ fees) suffered by the Purchaser as a result of: (a) any material representation or sustained warranty by the Seller or imposed upon the Owners in this Agreement, or in any Schedule to this Agreement or in any instrument or agreement delivered in connection with this Agreement, proving to be false, incorrect or inaccurate, and/or (b) any breach or violation by the Seller or the Owners of any of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Sellers their covenants and obligations under this Agreement or contained in any certificate, document agreement or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with this Agreement and/or (c) any Environmental Laws debts, liabilities, and obligations associated with respect to any the operation of the facilities leased by Business or the Company pursuant use or ownership of the Assets that are due and payable prior to the Related Party Leases; Effective Date; provided, however, that Purchaser shall be solely responsible for any debts, liabilities, or obligations that are due and payable or invoiced on or after the Effective Date, whether or not such liabilities were known, or accrued as of such date except to the extent such obligations constitute Excluded Liabilities or relate to Excluded Assets; and/or (ivd) any the Excluded Assets or the Excluded Liabilities (collectively, “Seller and Owners Indemnification Liabilities”). Notwithstanding the foregoing, the aggregate liability of the Company Seller and the Owners for indemnification under this Section 9.1 shall not exceed fifteen percent (15%) of the Purchase Price (the “Cap”), except in cases of fraud or willful misconduct which shall have a cap of one hundred percent (100%) of the paid Purchase Price. In addition, the Seller and the Owners shall not be liable for any Indebtedness claim under this Section 9.1 unless and until the aggregate amount of all such claims exceeds $15,000.00 (the “Basket”), in which have not been paid case the Seller and the Owners shall be liable only for the amount of such claims in full or otherwise discharged for any reason as excess of the Effective Time, including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(ii), (iii), (iv), (v) and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)Basket.

Indemnification of the Purchaser. The ACQUIRED COMPANY and SELLING MEMBER (a) Subject to the provisions of this Section 7.02 and the other Sections of this Article 7collectively, 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, agentsstockholders, successors partners, members, managers or other equity holders, agents and assigns andrepresentatives (each, after the Effective Time, Purchaser, the Company and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser PURCHASER Indemnified Party”) shall be indemnified by against, and hold each of the SellersPURCHASER Indemnified Party harmless against, jointly and severally, from and against the amount of any and all Losses suffered or incurred by such PURCHASER Indemnified Party, resulting from or sustained by or imposed upon arising out of any of them the following: 8.1.1 any breach, as of the Execution Date, of any representation or warranty of the ACQUIRED COMPANY and SELLING MEMBER contained in this Agreement or any exhibit hereto; 8.1.2 any breach or failure to perform any covenant or agreement of the ACQUIRED COMPANY and SELLING MEMBER contained in this Agreement or any agreement or instrument executed by the ACQUIRED COMPANY pursuant to this Agreement; 8.1.3 any and all taxes imposed on or with respect to the ACQUIRED COMPANY that are allocable to or attributable to a Pre-Closing Tax Period, together with any and all employment taxes arising in connection with the transactions contemplated by reason of:this Agreement prior to the Execution Date; 8.1.4 (i) any failure, breach claim by any third party relating to any alleged direct or inaccuracy of indirect ownership interest in the ACQUIRED COMPANY or any representations right to acquire any such ownership interest; or warranties made by the Sellers under this Agreement or contained in any certificate, document or instrument delivered by the Sellers or the Company hereunder; (ii) any breach, default pledge or lack of performance on the part of the Sellers or the Company of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any Liabilities of the Company arising under or in connection with any Environmental Laws other Encumbrance with respect to any equity securities of the facilities leased by ACQUIRED COMPANY. The ACQUIRED COMPANY’s obligation to indemnify the Company pursuant to PURCHASER Indemnified Party shall only arise upon the Related Party Leases; (iv) any Liabilities payment in full of the Company for Purchase Price. For purposes of this Section 8, the term “Losses” means any Indebtedness which have not been paid in full or otherwise discharged for any reason as of the Effective Timeand all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, offsets, demands, fees (including but not limited to, any Liabilities for Indebtedness owed to ▇▇▇▇▇ Fargo Bank, NA, KIT International, Inc., ▇▇▇▇-▇▇▇▇▇▇, W. ▇▇▇▇▇ ▇▇▇▇▇▇, International Steel City Company, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (v) any Liabilities of the Company or the Sellers for any Company Transaction Expenses which have not been paid in full or otherwise discharged for any reason as of the Effective Time; and (vi) any Liabilities of the Company arising under or in connection with any Taxes relating to periods ending on or prior to Closing (Sections 7.02(a)(iireasonable attorneys’ fees), (iii)expenses, (iv), (v) disbursements and (vi) are hereinafter referred to as the “Specified Indemnity Claims”)other obligations.