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, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Seller 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 Seller under this Agreement or contained in any certificate, document or instrument delivered by the Seller hereunder; (ii) any breach, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00).

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, USP, Renown 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 the Seller 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 Seller under 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 Seller hereunder; Estimated Closing Purchase Price Certificate); or (ii) any breach, default or lack of performance on the part of the Seller breach of any of its covenants covenant or agreements under agreement by Seller in this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective TimeAgreement; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (that, for the purpose purposes of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder)this Section 9, the events of designrepresentations, manufacture warranties, covenants and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller agreements herein shall be deemed to have provided timely notice been made without any qualifications as to Purchaser (materiality and, accordingly, all references herein to “material,” “in all material respects” and similar qualifications as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller materiality shall not be deemed to have provided timely notice to as limiting or prohibiting Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations submission of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any a claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)hereunder.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 and the other Sections of this Article 7, the Purchaser The Seller and each of the Members hereby agrees, jointly and severally to indemnify and hold harmless the Purchaser, and its Affiliates, respective officers, directors, employeesstockholders and affiliates against any and all losses, agentsliabilities, successors damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and assigns andexpenses, after including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, or incurred or suffered by the Effective Time, Purchaser, USP, Renown and each of their or its respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser Indemnified Party”) shall be indemnified by the Seller from and against the amount of any and all Losses incurred stockholders or sustained by affiliates directly or imposed upon any of them with respect to or by reason of:indirectly, (i) as a result of or arising from any failure, inaccuracy in or breach or inaccuracy nonfulfillment of any representations of the representations, warranties, covenants, or warranties agreements made by the Seller under or the Members in this Agreement or contained in any certificate, document or instrument delivered by the Seller hereunder;Agreement; or (ii) any breachexcept as specifically set forth on Schedule 2.1, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged without giving effect to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Indemnified Parties as a result ofDamages arising from the operation of the Huntington Business prior to the Time of Closing, or arising out of the Seller's status as employer of current or in connection former employees of Seller, or as a result of failure to comply with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or requirements of the portion "bulk sales" laws of any Taxes for any taxation year or period ending after the Effective Time that is attributable jurisdiction applicable to the portion sale of such year or period ending on the Effective Time, except Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims." (b) Subject in all cases to the extent that such Taxes were specifically accrued limitations upon survival of claims as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunderset forth in Section 8.1(a), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased payment of such Purchaser Damages owed by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior the Members to the Effective Time under Purchaser or in connection with any Environmental Laws with respect to its officers, directors or affiliates, the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser Members agree that the Liabilities Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising made from Earnout Payments due and payable after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii)November 30, but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)2000.

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, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser PURCHASER Indemnified Party”) shall be indemnified by the Seller from against, and against the amount of hold each PURCHASER Indemnified Party harmless against, 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 by reason of: (i) any failureattributable to a Pre-Closing Tax Period, breach or inaccuracy of any representations or warranties made by the Seller under this Agreement or contained in any certificate, document or instrument delivered by the Seller hereunder; (ii) any breach, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person together with any Seller, USP or Renown (or any Person acting on their behalf) and all employment taxes arising in connection with the transactions contemplated hereinby this Agreement prior to the Execution Date; 8.1.4 (iv) (Ai) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred claim by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown third party relating to any period ending on alleged direct or before indirect ownership interest in the Effective Time ACQUIRED COMPANY or the portion of any Taxes for right to acquire any taxation year such ownership interest; or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (Bii) any liability of USP pledge or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown Encumbrance with respect to products shipped by either any equity securities of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an ACQUIRED COMPANY. The ACQUIRED COMPANY’s obligation to indemnify the Purchaser PURCHASER Indemnified Parties hereunderParty shall only arise upon the payment in full of the Purchase Price. For purposes of this Section 8, the term “Losses” means any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, offsets, demands, fees (including reasonable attorneys’ fees), the events of designexpenses, manufacture disbursements and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)obligations.

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, USP, Renown 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 the Seller 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 failuredemands, breach or inaccuracy of any representations or warranties made by the Seller under this Agreement or contained in any certificateclaims, document or instrument delivered by the Seller hereunder; (ii) any breach, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding madeactions, or alleged to have been madecauses of action, by any such Person with any Sellerassessments, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxeslosses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses and liabilities including reasonable legal fees(collectively "Damages"), on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered 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 representation, warranty, covenant, obligation, or agreement of the Purchaser Indemnified Parties as a result ofCompany or the Stockholders contained in or made pursuant to this Agreement, including the Schedules and Exhibits hereto, or arising out 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 in connection with services rendered, or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes Tax liability for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Timeperiod, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that Date (collectively the event giving rise to "Indemnified Claims"). In addition, the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation Stockholders agree to indemnify the Purchaser Indemnified Parties hereunder)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, the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under relative success or nonsuccess the Indemnitee may experience in connection with any Environmental Laws with respect to such proceedings; and the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or Purchaser shall have the right to use or enforce the Post Support Patent against third parties; (xi) offset, withhold, and deduct such Damages from any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount payment of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall Earn Out Amount required to be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred made by the Purchaser Indemnified Parties and the basis for such Losses no later than the end pursuant to Section 1.03 of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)this Agreement.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 terms and the other Sections conditions of this Article 7VII (including without limitation the limitations set forth in Section 7.4), the Purchaser Purchaser, the Company and each of its Affiliates, officers, directors, employees, agentstheir respective representatives, successors and assigns and, after the Effective Time, Purchaser, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and permitted assigns (each hereinafter a the “Purchaser Indemnified PartyIndemnitees”) shall be indemnified indemnified, defended and held harmless by the Seller Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against the amount of any and all Losses asserted against, resulting to, imposed upon, or incurred or sustained by or imposed upon any of them with respect to or Purchaser Indemnitee by reason of, arising out of or resulting from: (i) any failure, the inaccuracy or breach or inaccuracy of any representations representation or warranties made by warranty of the Seller under this Agreement Sellers or the Company contained in or made pursuant to this Agreement, any certificate, document Schedule or instrument any certificate delivered by the Seller hereunderSellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any breach, default covenant or lack of performance on the part agreement of the Seller of any of its covenants or agreements under this Agreement Sellers or the Ancillary AgreementsCompany contained in this Agreement; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein[intentionally omitted]; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or costs in excess of $120,000 incurred by any of the Purchaser Indemnified Parties as a result Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them events occurring prior to the Effective Time; provided that Closing Date. (b) As used in this Article VII, the event giving rise term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (be valid. Solely for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events amount of design, manufacture any Losses (and sale or shipment of USP or Renown products; (vinot for determining any breach) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is accrued on either the USP Closing Balance Sheet qualified by a term or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under terms such as “material,” “materially,” or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)words.

Indemnification of the Purchaser. (a) Subject to Section 9.03 and Section 9.06, the provisions Selling Parties severally shall indemnify and hold harmless the Purchaser, current and future Affiliates of this Section 7.02 the Purchaser (including, following the Closing, Medfusion and the other Sections of this Article 7, the Purchaser Subsidiaries) and each of its Affiliates, persons serving as officers, directors, employeesstockholders, partners, members, agents, successors and assigns andrepresentatives or employees thereof (individually, after the Effective Time, Purchaser, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “Purchaser Indemnified Party” and, collectively, the “Purchaser Indemnified Parties”) shall be indemnified by the Seller from and against any damages, liabilities, losses, fines, penalties, Taxes, costs and expenses (including reasonable fees and expenses of counsel) (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the amount of any and all Losses incurred foregoing) (collectively, the “Losses”) that may be sustained or sustained suffered 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 Seller under this Agreement or contained in any certificate, document or instrument delivered by the Seller hereunder; (ii) any breach, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with (a) any breach of any warranty or related the inaccuracy of any representation of the Companies or any Selling Party under this Agreement or in any manner whatever to any Taxes required to be paid certificate delivered pursuant hereto, or by USP or Renown relating to any period ending on or before the Effective Time or the portion reason of any Taxes for Action asserted or instituted arising out of any taxation year matter or period ending after the Effective Time that is attributable to the portion thing constituting a breach of such year representations or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and warranties; (Bb) any liability of USP breach by the Companies, or Renown for Taxes any Selling Party of any of other Person their respective covenants, or any failure of the Companies, any Selling Member or Selling Party Representative to perform any of its respective obligations thereunder; (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (vc) any Liability Transaction Expenses or Company Indebtedness that remain unsatisfied as of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (Bd) any breach by the aggregate amount Companies or any Selling Party of any of the Losses incurred by Tax Covenants, or any failure of the Purchaser Indemnified Parties with respect Companies, any Selling Party or Selling Party Representative to perform any of its obligation under the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars Tax Covenants; ($300,000.00)e) any Excluded Liability; and (Cf) the aggregate amount any matter referred to in Section 4.08 of the Losses incurred Disclosure Schedule or by reason of any Action asserted or instituted arising out of any such matter provided that indemnification under this subparagraph (f) shall terminate and expire on the date that is three (3) years after the Closing Date other than for a Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising Claim (as a result of indemnification claims under Section 7.02(a)(idefined below) hereof do not exceed Six Million Dollars ($6,000,000.00)made before such date.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 a. The Company will indemnify and the other Sections of this Article 7, hold harmless the Purchaser and each of its Affiliatesaffiliates and its and their directors, officers, directorsmanagers, employeesemployees and agents (each, agents, successors and assigns and, after the Effective Time, Purchaser, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a an “Purchaser Indemnified Party”) shall be indemnified to the fullest extent permitted by the Seller law from and against the amount of any and all Losses incurred 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 (collectively, “Losses”) resulting from or sustained by or imposed upon any arising out of them with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations representation or warranties made by warranty, covenant or agreement of the Seller under Company in this Agreement Agreement, or contained in any certificate, document or instrument delivered by the Seller hereunder; (ii) any breachclaims, default actions, suits or lack of performance on proceedings instituted against the part of the Seller of Purchaser in any capacity, or any of its covenants affiliates, by any stockholder of the Company who is not an affiliate of the Purchaser, with respect to the transactions contemplated by this Agreement (unless such claim, action, suit or agreements under proceeding is solely based on a material breach of any representation or warranty, covenant or agreement of the Purchaser in this Agreement or any violations by the Ancillary Agreements; (iii) Purchaser of any claim state or federal securities laws or any conduct by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding madethe Purchaser which is finally judicially determined to constitute fraud, gross negligence, or alleged willful misconduct). b. Each Indemnified Party under this Section 3.13 will, promptly after the receipt of notice of the commencement of any action, suit or proceeding against such Indemnified Party in respect of which indemnity may be sought from the Company under this Section 3.13, notify the Company in writing of the commencement thereof; provided that the failure to have been made, by notify or a delay in notifying the Company of any such Person with action, suit or proceeding shall not relieve the Company from any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which liability that it may be suffered or incurred by any of the Purchaser have to such Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective TimeParty, except to the extent that the Company is materially prejudiced by such Taxes were specifically accrued as a liability on failure or delay. The Company shall be entitled to assume the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes defense of any claim, action, suit or proceeding as to which indemnification is sought by any Indemnified Party pursuant to this Section 3.13 at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may retain separate counsel to participate in such defense and shall have the right, but not the obligation, to assert any and all cross-claims and counterclaims such Indemnified Party may have, but the fees and expenses of other Person (including Seller and its Affiliates) relating to any period ending on or before such counsel shall be at the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability expense of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP except to the extent that any (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date defense and to employ counsel, or (iii) in such claim, action, suit or proceeding there is, in the extent reasonable opinion of counsel, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising Indemnified Party under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; this Section 3.13 (x) for any Losses arising from any claim that USP does settlement by an Indemnified Party effected without the Company’s prior written consent, which shall not own be unreasonably withheld or have delayed, or (y) to the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii)extent, but only to the extent that the aggregate amount paid by USP after the Effective Time with respect a Loss is attributable to any such workers compensation claim exceeds breach by the aggregate amount Purchaser of any representation or warranty, covenant or agreement of the outstanding reserve for such workers compensation claim as reflected Purchaser in Schedule 7.02(a)(xiithis Agreement, or (z) (to the extent caused solely by the Purchaser’s fraud, gross negligence or willful misconduct. The Company agrees that it being acknowledged and agreed by Seller and Purchaser that will not, without the Liabilities prior written consent of USP arising in connection with each Indemnified Party, which shall not be unreasonably withheld or delayed settle, compromise or consent to the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations entry of any Environmental Laws which are attributable judgment in any pending or threatened claim, action, suit or proceeding relating to the matters disclosed in Schedule 3.19(b) (contemplated hereby unless such matters being settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liabilities arising or that may arise out of such claim, action, suit or proceeding. The indemnification required by this Section 3.13 shall be made by periodic payments of the “Disclosed Environmental Matters”)amount thereof during the course of the investigation or defense, but only as and when bills are received or are incurred. The rights accorded to the extent that: (A) the Purchaser Indemnified Parties provide written notice hereunder shall be in addition to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred rights that any Indemnified Party may have at common law, by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)separate agreement or otherwise.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 and the other Sections of this Article 7, The Debtor shall indemnify the Purchaser and each of its Subsidiaries and its Affiliates, officers, directors, employees, agents, successors and assigns and, after the Effective Time, Purchaser, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "Indemnified Parties") and hold each hereinafter a “Purchaser of the Indemnified Party”) shall be indemnified by the Seller Parties harmless from and defend them each against the amount of any and all Losses incurred actions, suits, proceedings, demands, judgments, losses, costs, liabilities, damages and expenses, including, but not limited to, reasonable out-of-pocket attorneys' and accountants' fees and disbursements (collectively, "Damages"), resulting from or sustained by or imposed upon any arising out of them with respect to or by reason of: (i) any failure, material breach or inaccuracy of any representations of the representations, warranties, covenants or warranties made by agreements of the Seller under Debtor set forth in this Agreement or contained in any certificateexhibit, schedule or other document or instrument delivered by the Seller hereunder; pursuant hereto, (ii) any breach, default or lack of the performance on the part of the Seller of any of its covenants or agreements under this Agreement service or the Ancillary Agreements; sale of any product prior to the Closing by the Debtor, (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses Debtor's ownership and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any operation of the Purchaser Indemnified Parties as a result ofBusiness, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time Purchased Assets or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP Business Real Estate on or prior to the Closing Date and Date, (iv) any liability to any third Person under any Environmental Law arising out of any act or occurrence prior to the extent that Closing Date relating to any such Liabilities are attributable to services performed for employees of Seller the Purchased Assets, the Business or the Business Real Estate, (v) the non-compliance with ERISA in any respect by the Debtor or any Affiliate of Seller other than USP at the Debtor, (vi) any time; liability of the Debtor to any taxing authority or unemployment commission or agency, (vii) any Liabilities arising under claim made against the Purchaser in respect of any failure to comply with any "bulk sales" law applicable to the transactions contemplated by this Agreement, including, but not limited to, Section 22(c) of the Employee Plans which are sponsored or maintained by Seller or Parent other than New Jersey State Sales and Use Tax Act and Section 15 of the group medicalNew Jersey Business Personal Property Tax Act, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities liability under the WARN Act as a result of USP arising under or in connection with any Environmental Laws with respect to the facility leased transactions contemplated hereby and by USP and located at 0000 Xxxxxxxxxx Xxxxxthe Employee Leasing Agreement, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) the Purchaser's claim or defense of any Liabilities claim, in each case resolved in favor of USP arising on or the Purchaser, regarding the amounts held in the escrow account established pursuant to the Employee Leasing Agreement, which dispute arises prior to or after the Effective Time under filing of any voluntary or in connection with any Environmental Laws with respect to involuntary bankruptcy by the Houston Warehouse; Debtor; and (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount liability of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred Debtor not expressly assumed by the Purchaser pursuant to this Agreement; provided, however, that the Debtor shall have no obligation to indemnify any of the Indemnified Parties and for any Damages related to any decrease in the basis for such Losses no later than the end value of the four (4) year period beginning on the first day following Purchased Assets after the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00).

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 7.02 The Sellers will jointly and the other Sections of this Article 7, severally indemnify and hold harmless the Purchaser and each of its Affiliatesrespective representatives, stockholders, employees, officers, directors, employeescontrolling persons, agentsand affiliates (collectively, successors and assigns and, after the Effective Time, Purchaser, USP, Renown and each of their respective Affiliates, officers, directors, employees, agents, successors and assigns (each hereinafter a “"Purchaser Indemnified Party”Persons") shall be indemnified by for, and will pay and reimburse to the Seller from and against Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' expenses and fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any breach of any and all Losses incurred representation 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 warranty made by the Seller under Sellers in this Agreement Agreement, the Schedules, any supplements to the Schedules, or contained in any certificate, other certificate or document or instrument delivered by the Seller hereunder; Sellers pursuant to this Agreement; (iib) any breach, default breach by the Sellers of any covenant or lack of performance on the part obligation of the Seller Sellers in this Agreement, the Schedules, any supplements to the Schedules, or any other certificate or document delivered by the Sellers pursuant to this Agreement; (c) the claims of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or broker, finder’s fees or commissions , or similar payments based upon any agreement or understanding made, or alleged to have been made, person engaged by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) the Sellers in connection with any of the transactions contemplated herein; hereby; or (ivd) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid limiting the foregoing, Damages which arise from the operation of the Subsidiary's business, or from the ownership or condition of the Assets by USP Parent or Renown relating to the Subsidiary during any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP periods on or prior to the Closing Date and or which arise otherwise out of or in relation to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising Assets on or prior to the Effective Time under Closing Date, including, without limitation, product liability or warranty. Notwithstanding anything to the contrary herein, the Sellers, jointly and severally, will indemnify and hold harmless the Purchaser Indemnified Persons from and against any Damages arising, directly or indirectly, from or in connection with the failure of the Sellers to make any Environmental Laws with respect tax filing in any jurisdiction or the failure of the Sellers to the Houston Warehouse; pay any employment tax or transfer tax, including any sales, use and other taxes, mandatory payments and charges (x) any Losses arising from any claim that USP does not own if such failure to file or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect pay relates to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed period on or prior to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are May 31, 2002, or is attributable to the matters disclosed failure of Sellers to pay the taxes provided for in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”Section 8.11), but only . Such indemnification obligation shall not be limited in time. The remedies provided in this Section 7.2 will not be exclusive of or limit any other remedies that may be available to the extent that: (A) Purchaser or the other Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)Persons.

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 7.02 8.3, 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 7, the Purchaser and each of its Affiliates("Purchaser Representative") is subject to a Claim which, officers, directors, employees, agents, successors and assigns and, after if asserted against the Effective Time, Purchaser, USPwould entitle the Purchaser to indemnification in accordance with Section 8.4.1(a) hereof, Renown and each of their respective Affiliatessuch Purchaser Representative or, officersto the extent that such Purchaser Representative's liabilities, directorsobligations or costs in connection with such Claim have been borne by the Purchaser, employees, agents, successors and assigns (each hereinafter a “then the Purchaser Indemnified Party”) shall be indemnified by the Seller from Sellers in accordance with Section 8.4.1(a) hereof, provided that a final determination has been made that such Purchaser Representative has not intentionally violated law or acted outside the scope of his/her authority in connection with such Purchaser Representative's duties, in which event neither the Purchaser nor such Purchaser Representative, as the case may be, shall be indemnified pursuant to this Section 8.4.1(b). (c) Purchaser shall not be entitled to indemnification under this Section 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 shall be entitled to recover the full amount of such Purchaser's Claims without regard to the Sellers' Basket Amount. (d) Subject to the insurer's maintaining its right of recourse or contribution against a person who has caused an injury or damage, the amount of any and all Losses incurred Claims for which indemnification is provided under this Section 8.4.1 shall be net of any amounts recovered or sustained recoverable by or imposed upon any of them the Purchaser under insurance policies with respect to or by reason of: (i) any failure, breach or inaccuracy of any representations or warranties made by the Seller under this Agreement or contained in any certificate, document or instrument delivered by the Seller hereunder; (ii) any breach, default or lack of performance on the part of the Seller of any of its covenants or agreements under this Agreement or the Ancillary Agreements; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with any Seller, USP or Renown (or any Person acting on their behalf) in connection with the transactions contemplated herein; (iv) (A) any Taxes, costs, expenses and liabilities including reasonable legal fees, on a full indemnity basis (without reduction for tariff rates or similar reductions) which may be suffered or incurred by any of the Purchaser Indemnified Parties as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by USP or Renown relating to any period ending on or before the Effective Time or the portion of any Taxes for any taxation year or period ending after the Effective Time that is attributable to the portion of such year or period ending on the Effective Time, except to the extent that such Taxes were specifically accrued as a liability on the Closing Balance Sheet and (B) any liability of USP or Renown for Taxes of any of other Person (including Seller and its Affiliates) relating to any period ending on or before the Effective Time, as a transferee or successor, by Contract or otherwise; (v) any Liability of USP or Renown with respect to products shipped by either of them prior to the Effective Time; provided that the event giving rise to the Liability occurred prior to Effective Time but expressly excluding from the events giving rise to Liability (for the purpose of determining whether the Seller has an obligation to indemnify the Purchaser Indemnified Parties hereunder), the events of design, manufacture and sale or shipment of USP or Renown products; (vi) any Liabilities arising under the terms of the group medical, group dental and group vision plans maintained by Parent for employees of USP to the extent that any such Liabilities are attributable to services performed for employees of USP on or prior to the Closing Date and to the extent that any such Liabilities are attributable to services performed for employees of Seller or any Affiliate of Seller other than USP at any time; (vii) any Liabilities arising under any of the Employee Plans which are sponsored or maintained by Seller or Parent other than the group medical, group dental and group vision plans maintained by Parent and for which no Liability is accrued on either the USP Closing Balance Sheet or the Renown Closing Balance Sheet; (viii) any Liabilities of USP arising under or in connection with any Environmental Laws with respect to the facility leased by USP and located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx; (ix) any Liabilities of USP arising on or prior to the Effective Time under or in connection with any Environmental Laws with respect to the Houston Warehouse; (x) any Losses arising from any claim that USP does not own or have the right to use or enforce the Post Support Patent against third parties; (xi) any Liabilities of USP arising in connection with the litigation matters described in Schedule 7.02(a)(xi) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xi) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); (xii) any Liabilities of USP arising after the Effective Time in connection with the workers compensation claims identified in Schedule 7.02(a)(xii), but only to the extent that the aggregate amount paid by USP after the Effective Time with respect to any such workers compensation claim exceeds the aggregate amount of the outstanding reserve for such workers compensation claim as reflected in Schedule 7.02(a)(xii) (it being acknowledged and agreed by Seller and Purchaser that the Liabilities of USP arising in connection with the matters described in Schedule 7.02(a)(xii) are Third Party Claims for which Seller shall be deemed to have provided timely notice to Purchaser (as contemplated by Section 7.06(b)) that Seller intends to defend against such Third Party Claims); and (xiii) any Losses incurred by any Purchaser Indemnified Party arising from any violations of any Environmental Laws which are attributable to the matters disclosed in Schedule 3.19(b) (such matters being the “Disclosed Environmental Matters”), but only to the extent that: (A) the Purchaser Indemnified Parties provide written notice to the Seller of any claim for indemnification under this Section 7.02(a)(xiii) containing a reasonably detailed description of the Losses incurred by the Purchaser Indemnified Parties and the basis for such Losses no later than the end of the four (4) year period beginning on the first day following the Closing Date; (B) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters exceeds Three Hundred Thousand Dollars ($300,000.00); and (C) the aggregate amount of the Losses incurred by the Purchaser Indemnified Parties with respect to the Disclosed Environmental Matters, when aggregated with all other Losses incurred by the Purchaser Indemnified Parties arising as a result of indemnification claims under Section 7.02(a)(i) hereof do not exceed Six Million Dollars ($6,000,000.00)Claim.