Common use of Indemnification of the Sellers Clause in Contracts

Indemnification of the Sellers. The Purchaser agrees to indemnify and hold harmless each of the Sellers (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewith.

Indemnification of the Sellers. The Purchaser agrees to Buyer will indemnify and hold harmless each of the Sellers Sellers, their respective Affiliates and their respective managers, directors, officers, employees and agents (collectively, the "“Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties"”) harmless from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for Losses that any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out Party actually incurs as a result of or relating to to: (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of representation or warranty made by the representations, warranties, covenants, agreements or other provisions of Buyer in this Agreement or any Buyer Document; (b) the breach of any covenant or agreement made by the Buyer in this Agreement or document any Buyer Document; or (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through the Buyer or any of its Affiliates in connection with the negotiation or consummation of the transactions contemplated by this Agreement; provided, however, that (A) except with respect to (1) the breach of the representations and warranties set forth in Section 3.1 (Organization) or Sections 3.2 (Authority) and (2) any fraud by the Buyer or (or any of Affiliate of the Buyer) in connection with this Agreement, the documents executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunderhereby, for which no such limitation will apply, the Seller Parties will not be entitled to indemnification under Section 6.2(a) unless the aggregate amount of all Losses for which indemnification the Seller Parties are entitled to indemnification pursuant to such paragraph exceeds $600,000 in which case the Seller Parties will be entitled to indemnification for the amount of such Losses in excess of such amount up to a maximum amount equal to $7,000,000, and (B) the Seller Parties will not be entitled to assert any claims for indemnification under Section 6.2(a) with respect to any individual item or (b) any breach matter unless the amount of Losses with respect to such item or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithmatter exceeds $25,000.

Indemnification of the Sellers. The Purchaser Buyer agrees to reimburse, indemnify and hold harmless each of the Sellers and its officers, directors, employees, shareholders, managers, members, agents and representatives and their respective successors and assigns (collectively, the "hereinafter referred to as a “Seller Indemnified Parties" and together with the Purchaser Indemnified PartiesParty”), the "Indemnified Parties") from and against against, any and all damagesLosses, lossesbased upon, claimsattributable to, liabilitiesresulting from or arising under: 11.3.1 Any misrepresentation, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller other inaccuracy of any of representation or warranty made by the representations, warranties, covenants, agreements or other provisions of Buyer in this Agreement or any agreement Closing Document determined, in each case, without giving effect to any “materiality” or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder“knowledge” qualifiers, or (b) any breach qualifiers of similar import, included therein, or default by the Purchaser of or under any of the representationsfacts, warrantiesevents, covenantsconditions or circumstances resulting in (or, agreementsin the case of any allegations thereof by a third party, that would, if adversely determined, result in) any such misrepresentation, breach or other provisions inaccuracy; 11.3.2 Any failure by the Buyer to discharge and perform any Assumed Liability in accordance with its terms or any other non-fulfillment of any post-Closing agreement or post-Closing covenant on the part of the Buyer under this Agreement; 11.3.3 Any Losses under or pursuant to the WARN Act (or analogous state Law) resulting from any action taken by the Buyer after consummation of the Transaction or Liabilities pursuant to Section 9.7(b); 11.3.4 Any Losses incurred by Sellers pursuant to Section 8.5; and 11.3.5 Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) arising out of the foregoing or to the successful enforcement of this Agreement or any agreement or document executed in connection herewithSection.

Indemnification of the Sellers. The Purchaser Buyer covenants and agrees to indemnify indemnify, defend and hold harmless each of the Sellers and their respective directors, officers, employees, affiliates, agents, representatives, successor and assigns (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified PartiesPersons") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, Losses of the Sellers and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustainParties, directly or indirectly, as a result of, or to which based upon or arising from: any of the Seller Indemnified Parties may be subjected, arising out of inaccuracy in or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller nonperformance of any of the representations, warranties, covenantscovenants or agreements made by Buyer in or pursuant to this Agreement or in any related agreements; the failure of Buyer to perform or observe fully any covenant, agreements provision or other provisions of agreement to be performed or observed by it pursuant to this Agreement or any agreement related agreement; 57 any actual or document executed in connection herewith and (ii) any Tax liability threatened claim, suit, action or proceeding arising out of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default ownership by the Purchaser Buyer of the Purchased Assets or the conduct by the Buyer of the Business or Buyer's operations after the Closing Date, provided that such Loss is not a result of or under based upon or does not arise in connection with any neglect, disregard or intentional misconduct on the part of the Sellers or any Seller Indemnified Persons; or any of the representationsAssumed Liabilities. Buyer agrees to reimburse the Sellers or the Seller Indemnified Parties as the case may be, warrantiespromptly upon demand for any unreimbursed payment made or Loss suffered by the Sellers or the Seller Indemnified Parties, covenantsas the case may be, agreements, or other provisions at any time after the Closing Date in respect of this Agreement or any agreement or document executed in connection herewithLoss to which the foregoing indemnity relates.

Indemnification of the Sellers. The In addition to its indemnification obligations pursuant to Sections 2.2(b) and (c), the Purchaser covenants and agrees to indemnify and hold harmless each with the Sellers that, regardless of any investigation made at any time by or on behalf of the Sellers (collectivelyor any information the Sellers may have, the "Purchaser shall indemnify the Sellers and each of their respective successors and assigns, and any of their respective agents, members, employees, representatives, officers, directors and managers (the “Seller Indemnified Parties" ”) and together with the Purchaser Indemnified Partieshold them harmless from, the "Indemnified Parties") from against and against in respect of any and all damagescosts, losses, claimsClaims, liabilities, demands, charges, suitsfines, penalties, costs, damages and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation which are caused by, result from or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising arise out of or relating to of: (a) Any breach or default in the performance by the Purchaser of any debtscovenant or agreement of the Purchaser contained in this Agreement; (b) Any breach of a representation or warranty made by the Purchaser herein or in any schedule, claimscertificate, obligations exhibit or liabilities other document or instrument delivered to the Seller by or on behalf of Apple which become due, are incurred or are to be performed after the Closing Purchaser pursuant hereto; ("Post-Closing Liabilities"), other than (ic) Any claim made against any Post-Closing Liabilities arising out of Seller Indemnified Party in connection with or relating to any breach liability or default obligation of the Purchaser (whether accrued absolute, contingent or otherwise) or Xxxxxx with respect to Xxxxxx or the Xxxxxx Business; (d) Related to or arising out of any civil actions or proceedings, administrative investigations, actions or proceedings whether initiated by Apple a Governmental Entity or either Seller otherwise, relating to or otherwise arising out of the transactions or occurrences or the factual predicate that formed the basis for the federal district court civil action captioned Securities and Exchange Commission v. Xxxx X. Xxxxxxxx, et al., Civil Action No. 3:17-cv-001155-KAD; or (e) Any and all Claims (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithforegoing.

Indemnification of the Sellers. The Purchaser agrees to Each of the Buyers and Oldcastle, jointly and severally, shall indemnify and hold harmless each of the Sellers (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties") from and against their Affiliates in respect of any and all damagesclaims, losses, claimsdiminutions in value, damages, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs without limitation settlement costs, any legal or other expenses for investigating or defending any actions or threatened actions) incurred by any of the Sellers or their Affiliates in connection with each and reasonable attorneys' fees all of the following together with interest on cash disbursements from the date of disbursement by any of the Buyers or their Affiliates in connection therewith at a fluctuating interest rate that is at all times equal to the prime rate in effect from time to time at Citibank (or similar financial institution) in New York on 90-day unsecured loans to substantial and responsible customers: (a) any misrepresentation made by any of the Buyers in this Agreement (including any SCHEDULEs or Exhibits hereto) or any Ancillary Document or breach of any representation or warranty contained herein or in any Ancillary Document made by any of the Buyers; (b) breach of any covenant, agreement or obligation of any of the Buyers contained in this Agreement or any Ancillary Document; (c) any liabilities or obligations (continuing or otherwise) arising from the failure of the Sellers to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to Staker, the Staker Operations, the Acquired Stakxx Xxsets or xxx transactions contemplated hexxxx; (d) any claims against or debts, liabilities or obligations of any of the Buyers relating to the Acquired Staker Assets or the Staker Operations not specifxxxxxx assumed by the Sellers pursuant to this Agreement, whether known or unknown including without limitation Buyer Excluded Liabilities; (e) any and all Buyer Environmental Damages, whether or not disclosed on SCHEDULEs hereto or otherwise known by the Buyer or the Sellers; (f) any and all taxes and assessments by any taxing authority imposed or assessed after the Closing Date for prior years or portions thereof due to change in land usage or ownership with respect to any Staker Real Property occurring or accruing prior to xxx Xxosing Date; (g) claims for breaches of the representations and warranties contained in SECTION 5.6.1(a); and (h) any claims against or debts, liabilities or obligations relating to the operation by Buyers of the Acquired Assets or the Operations after the Closing Date. Notwithstanding any other provision of this SECTION 10.1.2, Seller agrees that any claims, losses, diminutions in value, damages, liabilities and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which by any of the Sellers for which it seeks indemnification pursuant to this SECTION 10.1.2 shall be calculated after subtracting any insurance proceeds net of premiums paid in respect of such insurance proceeds and any tax benefits received by Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out on account of or relating to (a) such claim, losses, diminution in value, damages, liabilities and expenses. In connection with any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) claim for indemnification made by any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating for which the Buyers are obligated to indemnify the Sellers pursuant to the period prior to terms of this Agreement, Buyers shall be liable for all punitive damages claimed against or assessed against the Closing Date or resulting from the transactions contemplated hereunder, or (b) Sellers in connection with any breach or default such claim; PROVIDED Buyers shall not be liable for any claims for punitive damages originated by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithSellers hereunder.

Indemnification of the Sellers. The (a) Subject to Section 11.8, the Purchaser agrees to shall indemnify the Sellers for and hold them harmless each against, any Claim asserted against, incurred, or required to be paid by the Sellers (regardless of when asserted or by whom), associated with or arising, from (i) the failure by the Purchaser to discharge any and all of the liabilities, obligations and commitments of the Sellers expressly assumed by the Purchaser pursuant to Section 3.1 hereof, (ii) any breach by the Purchaser of any representation, warranty or covenant contained in this Agreement, and (iii) the failure by the Purchaser to perform any obligation imposed on it by this Agreement, related to the foregoing. (b) In the event any director, officer, employee, agent or representative of the Sellers (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified PartiesSellers Representative") from and is subject to a Claim which, if asserted against any and all damagesthe Sellers, losseswould entitle the Sellers to indemnification in accordance with Section 8.4.2(a) hereof, claimssuch Sellers Representative or, to the extent that such Sellers Representative's liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed costs in connection herewith and (ii) any Tax liability of with such Claim have been borne by the Sellers, Apple or Best Page relating to then the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default Sellers shall be indemnified by the Purchaser in accordance with Section 8.4.2(a) hereof, provided that a final determination has been made that such Sellers Representative has not intentionally violated law or acted outside the scope of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed his/her authority in connection herewithwith such Sellers Representative's duties, in which event neither the Sellers nor such Sellers Representative, as the case may be, shall be indemnified pursuant to this Section 8.4.2(b). (c) The Sellers shall not be entitled to indemnification under this Section 8.4.2, unless and until the aggregate amount of all the Sellers' Claims exceeds an aggregate amount equal to $100,000 (the "Purchaser's Basket Amount"). If the Sellers' Claims exceed the Purchaser's Basket Amount, then the Sellers shall be entitled to recover the full amount of such Sellers' Claims without regard to the Purchaser's Basket Amount.

Indemnification of the Sellers. The Purchaser agrees to Buyer will indemnify and hold harmless each of the Sellers Sellers, their respective Affiliates and their respective managers, directors, officers, employees and agents (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties") harmless from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for Losses that any litigation Seller Party may suffer or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out incur as a result of or relating to to: (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of representation or warranty made by the representations, warranties, covenants, agreements or other provisions of Buyer in this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or Buyer Document; (b) the breach of any breach covenant or default agreement made by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of Buyer in this Agreement or any agreement Buyer Document; (c) any claim for brokers' or document executed finders' fees or agents' commissions arising from or through the Buyer or any of its Affiliates in connection herewithwith the negotiation or consummation of the transactions contemplated by this Agreement; or (d) one half of all Transfer Taxes; provided, however, that (1) the Seller Parties will not be entitled to indemnification pursuant to Section 7.3(a) unless the aggregate amount of all Losses for which the Seller Parties are entitled to indemnification pursuant to such Section exceeds $2,800,000 (the "Seller Deductible"), in which case the Seller Parties will be entitled to indemnification for all such Losses, and (2) the maximum amount for which Buyer will be liable to the Seller Parties under Section 7.3(a) shall be $28,800,000 (the "Seller Cap"); provided, further, that the Seller Deductible and the Seller Cap shall not apply to claims for Losses in respect of breaches (or third party allegations of breach) by the Buyer of the Fundamental Representations.

Indemnification of the Sellers. The Purchaser agrees to Buyers will indemnify and hold harmless each of the Sellers (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties") from and against in respect of any and all damagesclaims, losses, claimsdiminution in value, damages, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs without limitation settlement costs, any legal or other expenses for investigating or defending any actions or threatened actions) incurred by the Sellers in connection with each and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, all of the "Seller Indemnified Costs" and following together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to Interest thereon: (a) any debts, claims, obligations misrepresentation made by Buyers in this Agreement (including any Schedules or liabilities of Apple which become due, are incurred Exhibits hereto) or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of condition or relating to document described in ARTICLE 10 or any breach by the Buyers or default by Apple any representation or either Seller of any of the representations, warranties, covenants, agreements or other provisions of warranty contained in this Agreement (including any Schedules or Exhibits hereto) or any agreement condition or document executed described in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or ARTICLE 10; (b) any breach of any covenant, agreement or default by the Purchaser of or under any obligation of the representations, warranties, covenants, agreements, or other provisions of Buyers contained in this Agreement or any agreement condition or document executed described in ARTICLE 10; and (c) any claims against or debts, liabilities or obligations arising in and relating to the operations by Buyers of the Acquired Assets or the Operations following the Closing. Notwithstanding any other provision if this SECTION 12.1.2, the Sellers agree that any claims, losses, diminutions of value, damages, liabilities and expenses incurred by the Sellers for which they seek indemnification pursuant to this SECTION 12.1.2 shall be calculated after subtracting any insurance proceeds net of premiums paid in respect of such insurance proceeds and any tax benefits received by the Sellers on account of or relating to such claim, loss, diminution in value, damages, liabilities and expenses. In connection with any claim for indemnification made by the Sellers pursuant to the terms of this Agreement, the Buyers shall be liable for all punitive damages assessed against the Sellers in connection herewithwith any such claim; PROVIDED, that, the Buyers shall not be liable for any claims for punitive damages originated by the Sellers. Indemnities provided in this SECTION 12.1.2 shall not exceed $4,500,000 in the aggregate.

Indemnification of the Sellers. The Purchaser agrees (a) Subject to the limitations set forth herein, from and after the Closing the Buyer shall indemnify and hold harmless each of the Sellers (and their respective stockholders, members, managers, directors, officers, employees, agents, Affiliates, partners, successors, and assigns) (collectively, the "“Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties"Indemnitees”) from and against any and all damagesLosses arising out of, lossesin connection with, claims, liabilities, demands, charges, suits, penalties, costs, and expenses or otherwise incurred by virtue of or with respect to (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for i) the failure of any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any all of the Seller Indemnified Parties may sustainBuyer’s representations and warranties in Article V of this Agreement to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, or to which (ii) the breach or nonperformance of any of the Seller Indemnified Parties may be subjected, arising out of covenant or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are agreement to be performed by the Buyer hereunder or to be performed by the Company or any Holding Company hereunder after the Closing Closing. ("Post-Closing Liabilities"b) Notwithstanding the provisions of Section 10.3(a), other than the Buyer shall have no liability for Losses under Section 10.3(a) unless and until such Losses are in the aggregate in excess of the Indemnification Basket (in which event the Buyer shall have liability under and in accordance with this Section 10.3 only to the extent such Losses exceed $1,000,000 in the aggregate); provided that the foregoing Indemnification Basket shall not apply to (i) any Post-Closing Liabilities arising out Losses that are the subject of an Excluded Claim, and (ii) actual common law fraud or relating to any willful and knowing breach or default by Apple or either Seller the Buyer of any of the representationsrepresentations and warranties set forth in Article V. (c) The maximum aggregate, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax cumulative liability of the Sellers, Apple or Best Page relating Buyer under Section 10.3(a) shall be limited to an amount equal to the period prior Escrow Amount; provided that the aggregate, cumulative liability of the Buyer in satisfaction of (A) claims for indemnification based on a breach of its representations and warranties constituting Excluded Claims shall not in the aggregate on a cumulative basis exceed $395,000,000 (inclusive, for the avoidance of doubt, of amounts paid in satisfaction of other claims), (B) claims for indemnification based on a breach of the covenants and agreements set forth in Article I shall not in the aggregate on a cumulative basis exceed $395,000,000 (inclusive, for the avoidance of doubt, of amounts paid in satisfaction of other claims), (C) claims for indemnification based on a breach of the covenants and agreements constituting Excluded Claims (other than the covenants and agreements set forth in Article I and other than the covenants and agreements set forth in Section 10.2(a)(iv)), and (D) claims for indemnification based on a breach of the representations and warranties set forth in Section 5.9 shall not in the aggregate on a cumulative basis exceed an amount equal to 20% of the excess of the Purchase Price (as determined pursuant to Article I without reduction for indemnification claims), over the sum of the Closing Date or resulting from Payments and Assumed Obligations (inclusive, for the transactions contemplated hereunderavoidance of doubt, or (b) any breach or default by the Purchaser of or under any amounts paid in satisfaction of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithclaims).

Indemnification of the Sellers. The Purchaser agrees (a) Subject to the limitations set forth herein, from and after the Closing the Buyer shall indemnify and hold harmless each of the Sellers (collectivelyand their respective directors, the "Seller Indemnified Parties" officers, employees, agents, Affiliates, partners, successors, and together with the Purchaser Indemnified Parties, the "Indemnified Parties"assigns) from and against any and all damagesLosses arising out of or incurred with respect to (i) the failure of any or all of the Buyer's representations and warranties in Article IV of this Agreement to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, losses(ii) the breach or nonperformance of any covenant or obligation to be performed by the Buyer hereunder or under any agreement executed in connection herewith, claimsor (iii) any matter arising out of (A) the operation of the Company's or the Subsidiaries' business after the Closing and (B) the Buyer's actions or omissions with respect to the Company or the Subsidiaries after the Closing; provided, liabilitiesthat Buyer shall not be obligated to indemnify any Seller pursuant to Section 9.2(a)(iii) above to the extent that such Seller continues as an employee of the Company or any of the Subsidiaries after the Closing and the indemnifiable matter arose out of such Seller's action or omission; provided further, demandsthat the Buyer's obligation to indemnify Sellers shall not prevent Buyer from seeking indemnification from Sellers pursuant to the terms of this Article IX. (b) In the event that the Sellers propose to make any claim for indemnification pursuant to this Article IX, chargesthe Sellers shall promptly deliver on or prior to the Expiration Date and within a reasonable time of discovery of the breach of or nonperformance of any representation, suitswarranty, penaltiescovenant or obligation to be performed under this Agreement, costsa certificate signed by the Sellers' Representative (the "Claim Certificate") to the Buyer, which Claim Certificate shall (A) state that the Sellers have paid or properly accrued Losses and specifying an aggregate amount thereof, (B) specify in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, and expenses the nature of the misrepresentation, breach of warranty or covenant to which such item is related and to the extent known a reasonable summary of the facts underlying the claim, and (C) describe in reasonable detail all insurance policies which may cover such Losses and the amount of insurance proceeds received or receivable by the Sellers in connection with such Losses. (c) The Buyer shall deliver to the Sellers' Representative an amount equal to the Losses set forth in the Claim Certificate within twenty (20) days of receipt thereof (less any insurance proceeds received or receivable by the Sellers, net of all direct collection expenses), unless the Buyer shall object in a written statement to the claim or claims made in the Claim Certificate, and such statement shall have been delivered to the Sellers' Representative prior to the expiration of such twenty (20) day period. If any insurance proceeds receivable are identified in such Claim Certificate, an amount equal to the difference between such insurance proceeds receivable and the amount actually received by the Sellers (net of all direct collection expenses) shall be delivered by the Buyer to the Sellers' Representative within twenty (20) days following (i) a certificate signed by Sellers' Representative certifying that Sellers' Representative sought full recovery under applicable insurance policies as required by Section 9.4(c) and (ii) a written explanation of payments made by the Sellers' insurance carrier or denial of such coverage in respect of the matters described in the Claim Certificate. (A) In case the Buyer shall object in writing to any claim or claims made in any Claim Certificate, the Buyer and the Sellers' Representative shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Buyer and the Sellers' Representative should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and the Buyer shall deliver to the Sellers' Representative the amount set forth in such memorandum in accordance with the terms thereof. (B) If no such agreement can be reached after good faith negotiation, either the Buyer or the Sellers' Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. The Buyer and the Sellers' Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience; provided, that if the Buyer and the Sellers' Representative are able to agree upon the choice of one arbitrator, such unresolved matters shall be decided by such arbitrator and all references in this Article IX to "arbitrators" shall be replaced with the term "arbitrator" (as a reference to such single arbitrator). The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation costs, to the extent of a court of competent law or proceeding) (collectivelyequity, should the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the Seller Indemnified Parties may sustainthree arbitrators as to the validity and amount of any claim in such Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or to which order awarded by the arbitrators. The arbitrators shall not award less than any amount of losses conceded by the Buyer as being properly payable nor any amount in excess of the Seller Indemnified Parties may be subjected, arising out of or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default total losses sought by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers' Representative, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed and shall in connection herewithno event award punitive damages.

Indemnification of the Sellers. The Purchaser Buyer on behalf of itself and its successors and assigns, hereby agrees to indemnify the Sellers and hold harmless each their respective directors, partners, officers, employees, agents, representatives, successors and permitted assigns of the Sellers Company and its respective affiliates (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Company Indemnified Parties") and save and hold each of them harmless from and against and pay on behalf of or reimburse the Company Indemnified Party as and when incurred for any and all damagesLosses which a Company Indemnified Party may suffer, lossessustain or became subject to, claimsin connection with, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation incident to resulting from or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or in any way relating to or by virtue of: (a) any debts, claims, obligations misrepresentation or liabilities breach of Apple which become due, are incurred a representation or are to be performed after the Closing warranty made herein by Buyer; ("Post-Closing Liabilities"), other than (ib) any Postnon-Closing Liabilities arising out fulfillment or breach of any covenant or agreement on the part of Buyer under this Agreement (including the Escrow Agreement); (c) any action, demand, proceeding, investigation or claim by any third party (including governmental agencies) against or affecting a Company Indemnified Party which, if successful, would give rise to or evidence the existence of or relating relate to any a misrepresentation or breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions covenants of Buyer set forth in this Agreement; or (d) any liability or obligation or any assertion against a Company Indemnified Party arising out of Buyer's failure to pay, satisfy or discharge the Assumed Liabilities. Notwithstanding anything to the contrary contained in this Agreement or in any other document, certificate, agreement or document executed otherwise, in connection herewith and (ii) the event an indemnification obligation of any Tax liability of the SellersSellers arises pursuant to this Agreement, Apple which is final and non-appealable, the Buyer's obligations to indemnify a Company Indemnified Party hereunder (whether pursuant to subparagraph (d) above or Best Page relating any other provision of this Section 6.3) shall not be applicable and be deemed null and void with respect to such matters but only to the period prior extent that Buyer's obligation does not exceed the Sellers' indemnification obligation hereunder. The rights of the Company Indemnified Parties to the Closing Date or resulting from the transactions contemplated hereunder, or indemnification under part (b) or (d) of this Section 6.3 shall apply notwithstanding that the matter in question may be the subject of, excluded from or beyond the scope of any breach representation or default by the Purchaser of or under any warranty of the representations, warranties, covenants, agreements, or other provisions of Buyer in this Agreement or any agreement or document executed in connection herewithAgreement.

Indemnification of the Sellers. The Purchaser agrees Subject to indemnify the provisions of Sections 10 and hold 16, SFX and Acquisition Sub shall indemnify, save harmless each of and defend the Sellers (collectivelyand their respective Sellers, the "Seller Indemnified Parties" Subsidiaries, parents, Affiliates, officers and together with the Purchaser Indemnified Parties, the "Indemnified Parties") directors from and against any and all damagesLosses incurred by any of them by reason of, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses or arising out of: (i) any claims of any broker or finder engaged by SFX or Acquisition Sub; (ii) any breach of any representation or warranty by SFX or Acquisition Sub contained in this Agreement (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for the schedules hereto); (iii) any litigation breach by SFX or proceedingAcquisition Sub of any covenant of this Agreement (or any other agreements entered into pursuant hereto); and (iv) any claim asserted against the Sellers under the Non-Imputation Affidavit (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the Non-Imputation Losses"Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to ) (a) up to an amount equal to the Basket Amount (as hereinafter defined) (which amount shall be reduced by the aggregate amount of any debts, claims, obligations Deductible Losses suffered by SFX or liabilities Acquisition Sub for which they have been indemnified by the Sellers under Section 13(ii) or 13(iii) of Apple which become due, are incurred or are to be performed after all of the Closing ("PostAgreements) and SFX shall reimburse the Sellers on demand for any such Non-Closing Liabilities"Imputation Losses covered by this Section 14(iv)(a), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any provided, however, if Deductible Losses under all of the representationsAgreements in the aggregate exceed the Basket Amount, warranties, covenants, agreements or other provisions of this Agreement or the Sellers shall promptly reimburse SFX for any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating amounts paid to the period prior to the Closing Date or resulting from the transactions contemplated hereunderSellers by SFX under this Section 14(iv)(a), or and (b) any breach or default which exceed the sum of $6,500,000 (which amount shall be reduced by the Purchaser amount of all Deductible Losses suffered by SFX or Acquisition Sub for which they have been indemnified by the Sellers under any Section 13(ii) or 13(iii) of all of the representations, warranties, covenants, agreements, or other provisions Agreements) and the amount of this Agreement or any agreement or document executed in connection herewithsuch Non-Imputation Losses shall be paid by SFX to the Sellers upon demand.

Indemnification of the Sellers. The Purchaser agrees to Buyer, from and after the Closing Date, shall indemnify and hold harmless each of the Sellers and their affiliates, shareholders, directors, officers, employees, agents, representatives and insurers (collectivelytogether with the Sellers, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Sellers' Parties") harmless from and against any and all damagesdamages (including exemplary damages and penalties), losses, claims, liabilities, demands, charges, suits, penaltiesdeficiencies, costs, expenses, obligations, fines, expenditures, claims and expenses (liabilities, including court costs reasonable counsel fees and reasonable attorneys' fees expenses of investigation, defending and expenses incurred in investigating and preparing for prosecuting alleged or threatened claims from any Governmental Authority or other litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with Damages"), suffered by the Purchaser Indemnified CostsSellers' Parties as a result of, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjectedcaused by, arising out of of, or in any way relating to to: (a) subject to Section 9.2, any debtsmisrepresentation, claimsbreach of warranty or any misrepresentation in or omission from any list, obligations schedule, certificate, or liabilities of Apple which become due, are incurred other instrument furnished or are to be performed after furnished to the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating Sellers by the Buyer pursuant to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions terms of this Agreement or the Constituent Documents; (b) any nonfulfillment of any material agreement or document executed in connection herewith and (ii) any Tax liability covenant on the part of the Buyer under this Agreement or the Constituent Documents; (c) other than those for which the Buyer is being indemnified by the Sellers hereunder, any action taken, omission by or inaction of any employee of Sellers or any of Sellers, Apple ' affiliates on behalf of the Stock Entities or Best Page relating to the period Subsidiaries prior to the Closing Date or resulting from Date; (d) the transactions contemplated Assumed Obligations; (e) other than for those for which the Buyer is being indemnified by the Sellers hereunder, the ownership, operation or conduct of the businesses or affairs of the Stock Entities and the Subsidiaries or the ownership and operation of the KN Gas Assets arising from any acts, omissions, events, conditions or circumstances occurring on or after the Closing Date; (bf) the Bushton Guaranties (only to the extent a payment thereunder arises or accrues after the Closing Date and is not triggered by an item set forth in Section 11.2(g)) if the Bushton Guaranties are not terminated in accordance with Section 5.5 of this Agreement; (g) as set forth in Section 7.1(c) of this Agreement; (h) any breach action taken, omission by or default inaction of the Buyer, either prior to or after the Closing Date, with respect to the selection of, or the process of selection of, or the offer of employment to, the Available Employees, including but not limited to with respect to the Worker Adjustment Retraining and Notification Act; and (i) as set forth in Section 8.2(j); (j) any action taken or not taken by Sellers or KN Gas based on the recommendation or nonapproval of Buyer of items pursuant to Section 5.1(r); provided, however, such indemnity shall not include damages caused by the Purchaser gross negligence or wilful misconduct of any employees or under agents of Sellers at any time or by any of the representations, warranties, covenants, agreements, Stock Entities or other provisions of this Agreement or any agreement or document executed in connection herewiththe Subsidiaries prior to the Closing.

Indemnification of the Sellers. The Purchaser (a) If the Closing occurs, subject to the terms of this ARTICLE VII, Buyer agrees to indemnify and hold harmless each of the Sellers (collectively, the "“Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties"Indemnitees”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costsagainst, and expenses pay to the Seller Indemnities the amount of, or reimburse the Seller Indemnitees for, any Losses incurred by the Seller Indemnitees by reason of (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for i) any litigation inaccuracy or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which breach of any of the Seller Indemnified Parties may sustainrepresentations or warranties of Buyer or Amedisys specifically set forth in Section 3.2 or Section 3.4, as applicable, or contained in any certificate delivered at the Closing by Buyer pursuant to which this Agreement and (ii) the failure of Buyer or Amedisys to perform any of its covenants or agreements contained herein required to be performed prior to the Seller Indemnified Parties may be subjectedClosing, arising out or the failure of Buyer to perform any covenant or relating to (a) any debts, claims, obligations or liabilities of Apple agreement set forth herein which become due, are incurred or are by its terms is to be performed after the Closing Closing. ("Post-Closing Liabilities")b) In addition to the limitations in Section 7.1, other than the right of the Seller Indemnitees to submit claims pursuant to Section 7.3(a) is subject to the following limitations: (i) no right to be indemnified or held harmless shall exist and no claim may be made against Buyer under Section 7.3(a)(i) (except for (x) Fundamental Representations and (y) for Fraud, neither of which shall be subject to the Tipping Basket) unless and until the aggregate amount of all Losses incurred by the Seller Indemnitees in respect of claims thereunder exceeds the Tipping Basket, after which point Buyer shall be obligated to indemnify the Seller Indemnitees from and against all such Losses from dollar one. (ii) except for indemnification claims made against the Buyer for (x) any Post-Closing Liabilities arising out of inaccuracy or relating to any breach or default by Apple or either Seller of any of the representationsFundamental Representations, warranties(y) any failure of Buyer or Amedisys to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (iiz) any Tax Fraud, the aggregate liability of the Sellers, Apple or Best Page relating Buyer for all indemnification claims pursuant to Section 7.3(a) shall be limited to the period prior to amount of, and in no event exceed, the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any initial amount of the representationsEscrow Fund; and (iii) except for indemnification claims made against the Buyer for Fraud, warrantiesthe aggregate liability of Buyer for all indemnification claims shall be limited to, covenantsand shall in no event exceed, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewith$280,000,000.

Indemnification of the Sellers. The Purchaser agrees 9.3.1. From and after the Closing (but subject to the provisions of this Article 9), Crane will indemnify each Seller, its direct or indirect owners, its and hold harmless each of the Sellers their respective Affiliates, and its and their officers, directors, employees and agents (collectively, the "“Seller Indemnified Parties" Indemnitees”) against and together with hold them harmless from any Losses suffered or incurred by any such Seller Indemnitee to the Purchaser Indemnified Parties, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating extent such Loss directly relates to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any representation or warranty of the representations, warranties, covenants, agreements or other provisions of any Buyer contained in this Agreement or any agreement the Buyers Closing Certificate (in each case, assuming that all qualifications contained herein or document executed in connection herewith and (ii) any Tax liability of the Sellerstherein as to materiality, Apple or Best Page relating including each qualifying reference to the period prior to defined term “Material Adverse Effect,” the Closing Date or resulting from the transactions contemplated hereunderwords “material” and “materiality” and all similar phrases and words, or were deleted therefrom) and (b) any breach of any covenant or default agreement of any Buyer contained in this Agreement requiring performance by any Buyer Party or any breach of any covenant or agreement of any Acquired Company contained in this Agreement requiring performance by any Acquired Company after the Closing . All payments under this Section 9.3 will be treated by the Purchaser parties hereto as an adjustment to the proceeds received by the Sellers pursuant to Article 2. 9.3.2. No Seller shall have any right of indemnification or under contribution against any Acquired Company with respect to any breach by the Sellers or the Acquired Companies of any of the their representations, warranties, covenantscovenants or agreements contained in this Agreement, agreementsthe Disclosure Schedules or in any certificate, instrument or other provisions document delivered by or on behalf of any Seller or the Acquired Companies pursuant to this Agreement Agreement, whether by virtue of any contractual or any agreement statutory right of indemnity or document executed in connection herewithotherwise, and all claims to the contrary are hereby waived and released.

Indemnification of the Sellers. The Purchaser agrees to indemnify From and after the Closing Date, ------------------------------ the Buyer will indemnify, defend, and hold harmless each of the Sellers (collectivelyand their respective representatives, the "Seller Indemnified Parties" agents, and together with the Purchaser Indemnified Partiesaffiliates from, the "Indemnified Parties") from against, and against any and in respect of all damages, losses, claims, liabilities, demands, chargesactions, suits, penaltiesproceedings, assessments, judgments, losses, damages, costs, and expenses (including court costs interest, penalties, and reasonable accountants', experts', and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceedingdisbursements) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified CostsDamages") which any of the Seller Indemnified Parties may sustainarising out of, relating to, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to resulting from (a) any debts, claims, obligations material inaccuracy or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any material breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements written representations or other provisions warranties of the Buyer made in or pursuant to this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or Transaction Documents; (b) the material breach of any breach covenant, obligation, or default by agreement of the Purchaser Buyer to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (c) any material misrepresentation or the omission of any material fact (including without limitation those facts required to make the facts otherwise set forth not be misleading) in this Agreement or under the Transaction Documents (including all exhibits and schedules hereto and thereto); or (d) the operation of the business of the Company, the Subsidiary and the Buyer after the Closing, or the acts or omissions of any of the representationsBuyer's officers, warrantiesdirectors, covenantsmembers, agreementsagents, or other provisions representatives after the Closing in connection with the operation of this Agreement the Company's, the Subsidiary's and the Buyer's business; provided, that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the Sellers or the Company or the Subsidiary (pre-Closing); provided, further, that the Buyer will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any agreement material misrepresentation or document executed in connection herewithomission, that is not made or is not to be performed by the Buyer.

Indemnification of the Sellers. The Purchaser agrees to Buyer will indemnify and hold harmless each of the Sellers and their respective Affiliates, directors, employees and agents (collectively, the "“Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties"”) harmless from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for Losses that any litigation Seller Party may suffer or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out incur as a result of or relating to to: (a) the breach of any debtsrepresentation or warranty made by the Buyer in this Agreement or pursuant hereto or any allegation by a third party that, claimsif true, obligations would constitute such a breach (and, for the purposes of determining under this Section 6.2(a) whether there is a breach of any representation or liabilities warranty and the amount of Apple which become dueany Losses therefrom, are the Buyer will be deemed to make all of its representations and warranties herein on behalf of its affiliated legal predecessors, and “Losses” shall include any Losses suffered or incurred as a result of any act or are omission by any such legal predecessors); (b) the breach of any covenant or agreement made by the Buyer in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; (c) the conduct of the Companies’ business or activities from and after the Closing, including without limitation any Losses the Sellers or their Affiliates may incur relating to be performed any period after the Closing Date under any agreement disclosed in the Schedules to this Agreement that was entered into by any Seller or its Affiliate and assigned to either or both of the Companies or guaranteed by any Seller or any of their respective Affiliates; ("Post-Closing Liabilities"), other than (id) any Post-Closing Liabilities claim for brokerage and finders’ fees or agents’ commissions arising out of from or relating to any breach through the Buyer or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed its Affiliates in connection herewith and with the negotiation or consummation of the transactions contemplated by this Agreement; or (iie) any Tax liability of the Sellers, Apple or Best Page and all Taxes relating to the period prior Buyer’s ownership or operation of the Business, each Company, MDIC, KMSC and Midwest Mix after the Effective Date. provided that, the Seller Parties will not be entitled to indemnification under Section 6.2(a) for any individual matter as to which the Losses are less than $50,000, nor shall the Seller Parties be entitled to indemnification under Section 6.2(a) unless the aggregate amount of all Losses for which the Seller Parties are entitled to indemnification pursuant to such section exceeds $2,500,000 in which case the Seller Parties will be entitled to indemnification for the amount of such Losses in excess of $2,500,000, and the maximum aggregate liability for which the Seller Parties will be entitled to indemnification under Section 6.2(a) is $16,000,000; and, provided further, that there shall be no limitation with respect to the Closing Date or resulting from Buyer’s obligation to pay the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithPurchase Price.

Indemnification of the Sellers. The Subject to the provisions of this Section 13 and subject to the terms of any subsequent agreement entered into between the Guarantor and/or its Affiliates and the Purchaser, the Purchaser agrees to defend, indemnify and hold harmless the Sellers and their Affiliates and their respective officers, directors, agents, employees and representatives and the respective successors and assigns of each of the Sellers foregoing (collectivelythe “Seller Indemnitees”), the "regardless of any investigation made at any time by or on behalf of any Seller Indemnified Parties" Indemnitee or any information any Seller Indemnitee may have, against and together with the Purchaser Indemnified Parties, the "Indemnified Parties") from and against in respect of any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses Losses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of by the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, Indemnitees arising out of or relating to resulting from: (a) a breach of any debts, claims, obligations of the representations or liabilities warranties made by the Purchaser in Section 5 of Apple which become due, are incurred this Agreement; (b) a breach of any of the covenants or are agreements made or to be performed by the Purchaser or its successors pursuant to this Agreement; (c) to the extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, any Action brought or claim made by a Third Party resulting from the use of Seller Marks by the Purchaser, the Companies or the Operating Company after the Closing; (d) to the extent not subject to Seller’s duty to indemnify Purchaser pursuant to Section 13.2, any liability or obligation including under or relating to Environmental Laws or Hazardous Substances (other than Excluded Liabilities) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, or any claim, demand or condition asserted with respect to the operation of the Bulk Gas Business, the Companies or the Operating Company by the Purchaser, the Companies or the Operating Company arising out of events occurring after the Closing Date or the Purchaser’s or any of its Affiliates’ ownership, control or operation of the Companies, the Operating Company and the Bulk Assets after the Closing; ("Post-e) to the extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, Losses arising on or after the Closing Liabilities"), Date under the Bulk Contracts and the Real Property Leases (other than (i) any Post-Closing Liabilities liabilities, obligations and expenses arising out of or relating to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple the Companies or Best Page relating to the period Operating Company prior to the Closing of any of their respective obligations under the Contracts or Real Property Leases); or (f) to the extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, Losses (including any Environmental Liabilities and any Actions) related to or arising out of the Purchaser’s, the Companies’, the Operating Company’s, or any of their Affiliates’ (or any of their successors’) conduct of the Bulk Gas Business after the Closing Date or resulting from the transactions contemplated hereunderPurchaser’s or any of its Affiliates’ ownership, control or (b) any breach or default by operation of the Companies, the Operating Company and the Bulk Assets after the Closing. The obligations of the Purchaser of or under any hereunder shall bind the successors and assigns of the representations, warranties, covenants, agreements, or other provisions Purchaser. For all purposes of this Agreement Section 13.5, a breach of the Purchaser’s representations and warranties shall be determined without regard to any limitation or any agreement qualification as to “materiality”, “material”, “materially” or document executed “material adverse effect” set forth in connection herewithsuch representation or warranty. For the avoidance of doubt, the term “Material” in the definition names of “Business Material Adverse Effect”, “Material Contracts”, “Material Customers”, “Material Permits” and “Material Restrictions” shall not be disregarded (i.e., “Material Contracts” shall not be deemed “Contracts”).

Indemnification of the Sellers. The Purchaser Buyer covenants and agrees to with Sellers and Parent that, from and after the Closing, it shall reimburse and indemnify and hold harmless each of the Sellers Seller, Parent and their respective members, managers, directors, shareholders, officers, employees, agents, affiliates and subsidiaries and assigns (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified PartiesSELLER INDEMNIFIED PARTIES") from harmless from, against and against in respect of any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses Claims incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which by any of the Seller Indemnified Parties may sustainthat result from: (a) any inaccuracy in or breach of any representations or warranties made by Buyer in this Agreement, the Exhibits, the Schedules or any written certificate furnished to Sellers by or on behalf of Buyer pursuant to this Agreement (disregarding, for purposes of this Section 10.2, any materiality qualifiers set forth therein); (b) any nonfulfillment of any covenant or agreement of Buyer under this Agreement; (c) Assumed Liabilities; (d) any fees, expenses or other payments incurred or owed by Buyer pursuant to Section 12.5 hereof or to which any of brokers or comparable third parties retained or employed by it or its affiliates in connection with the transactions contemplated by this Agreement; (e) any claims made by a third party alleging facts which, if true, would entitle any Seller Indemnified Parties may be subjected, arising out of or relating Party to indemnification pursuant to (a) through (d) above; (f) any debtsfailure of Buyer to comply with its obligations under this Section 10.2; (g) any fees or expenses (including without limitation, claimsreasonable attorneys' fees) incurred by any Seller Indemnified Party in enforcing its rights hereunder to the extent that such Seller Indemnified Party prevails in enforcing such rights; or (h) any claim, obligations liability or liabilities of Apple which become due, are obligation incurred or are owed by Buyer relating to be performed the operation or ownership of the Station or the Purchased Assets after the Closing Date ("Post-Closing Liabilities"except for the Retained Assets), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller . The amounts for which Buyer shall be liable under this Section 10.2 shall be net of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed insurance proceeds paid to Seller Indemnified Parties in connection herewith and (ii) any Tax liability of with the Sellers, Apple or Best Page relating facts giving rise to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser right of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewithindemnification.