Common use of No Liability; Indemnification Clause in Contracts

No Liability; Indemnification. All acts of the Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Representative individually. The Representative will incur no liability of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts (a) The Bank shall not be deemed to have assumed any liability or responsibility to the Obligors or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Representative hereunder in its capacity as such Obligors by the Bank (which shall automatically be deemed to be acts on behalf without recourse to the Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Sellers and Bank shall not of the Representative individuallybe deemed to have assumed any obligation or liability to any supplier or Account Debtor or to any other Person. The Representative will incur no liability of any kind with Obligors hereby agree to indemnify and defend the Bank and hold it harmless in respect to any action claim or omission by the Representative proceeding arising out of any matter referred to in connection with the Representative’s services pursuant this Subsection 10.1(a). (b) Each Obligor hereby agrees to this Agreement indemnify and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative Bank and each of its respective officers, directors, agents, employees and counsel harmless from and against any and all losses, liabilitiesclaims, damages, claims, penalties, fines, forfeitures, actions, feesliabilities, costs and expenses (including the fees including, without limitation, reasonable fees, expenses and expenses disbursements of counsel and experts and their staffs and all expense of document location, duplication and shipmentcounsel) (collectively, “Representative Losses”) in connection with or arising out of any investigation, litigation or in connection with proceeding (except to the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in extent attributable to the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the RepresentativeBank), including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Representative will reimburse Bank or any such other indemnified Person arising by virtue of the Sellers Bank's relationship with the amount Obligors as anticipated by this Agreement or the other Loan Documents, whether or not the Bank is a party thereto. (c) Each Obligor agrees to indemnify and hold the Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys' fees and disbursements and other expenses incurred or arising by reason of such indemnified Representative Loss the taking or the failure to take action by the Bank in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein (except to the extent attributable to such fraud, the gross negligence or willful misconduct. If not paid directly to misconduct of the Representative by the SellersBank), including, without limitation, any such Representative Losses may be recovered by taxes payable in connection with the Representative from delivery or registration of any of the Collateral as provided herein. (id) The obligations of the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers Obligors under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will Subsection 10.1 shall survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts (a) The Bank shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Representative hereunder in its capacity as such Borrower by the Bank (which shall automatically be deemed to be acts on behalf without recourse to the Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Sellers and Bank shall not of the Representative individuallybe deemed to have assumed any obligation or liability to any supplier or Account Debtor or to any other Person. The Representative will incur no liability of any kind with Borrower hereby agrees to indemnify and defend the Bank and hold it harmless in respect to any action claim or omission by the Representative proceeding arising out of any matter referred to in connection with the Representative’s services pursuant this Subsection 13.1. (b) The Borrower hereby agrees to this Agreement indemnify and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative Bank and each of its respective officers, directors, agents, employees and counsel harmless from and against any and all losses, liabilitiesclaims, damages, claims, penalties, fines, forfeitures, actions, feesliabilities, costs and expenses (including the fees including, without limitation, reasonable fees, expenses and expenses disbursements of counsel and experts and their staffs and all expense of document location, duplication and shipmentcounsel) (collectively, “Representative Losses”) in connection with or arising out of any investigation, litigation or proceeding, including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents, whether or not the Bank is a party thereto. (c) The Borrower agrees to indemnify and hold the Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Bank in respect of any transaction effected under this Agreement or in connection with the Representative’s execution and performance Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, Collateral as provided herein. (d) The obligations of the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers Borrower under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will Subsection 13.1 shall survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts of the Representative hereunder in its capacity as such The Sellers’ Agent shall not be deemed liable to be acts on behalf any of the Sellers and not for any action taken by the Sellers’ Agent pursuant to this Agreement unless the Sellers’ Agent has acted in bad faith or with gross negligence. The Sellers’ Agent is serving in the capacity as exclusive agent of the Representative individuallySellers hereunder solely for purposes of administrative convenience. The Sellers shall jointly and severally indemnify the Sellers’ Agent to the fullest extent permitted by law (i) for all costs and expenses of the Sellers’ Agent incurred in the performance of such Sellers’ Agent’s duties as a member representative, (ii) if the Sellers’ Agent was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed proceeding (a “Representative will incur no liability Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Sellers’ Agent is or was a member representative, or by reason of any kind action or inaction on the part of the Sellers’ Agent while serving in such capacity, against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any proceeding), judgments, fines and penalties of such Representative Claim, and (iii) any Taxes imposed on the Sellers’ Agent as a result of the actual or deemed receipt of any payments under this Agreement ((i), (ii) and (iii), collectively, the “Representative Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Representative Expenses. To the extent the Sellers’ Agent is owed any Representative Expenses, Sellers’ Agent shall have the authority to direct Purchaser to pay such Representatives Expenses from any funds owed to the Sellers from the Earn-Out Amount, when payable, with each such Seller responsible for their Pro Rata Share. Notwithstanding the foregoing, in no event shall the Sellers’ Agent be indemnified for any Representative Expenses that arise out of the Sellers’ Agent’s gross negligence or bad faith or with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative proceeding instituted by the Sellers’ Agent to enforce or interpret this Agreement, any such Representative Losses may be recovered if a court of competent jurisdiction determines that each of the material assertions made by the Representative from (i) the funds Sellers’ Agent in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does proceeding was not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered made in good faith or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementwas frivolous.

No Liability; Indemnification. All acts of Certain Stockholders have entered into an engagement agreement (the “Representative hereunder in its capacity as such shall be deemed Engagement Agreement”) with the Stockholders’ Representative to be acts on behalf of the Sellers and not of the Representative individually. The Representative will incur no liability of any kind with respect provide direction to any action or omission by the Representative in connection with the Representative’s its services pursuant to under this Agreement and the Representative Engagement Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any agreements ancillary heretomember of the Advisory Group (collectively, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The “Representative Group”) shall not be liable to any Stockholder for any act done or omitted under this Agreement as the Stockholders’ Representative while acting in good faith action and any act done or omission omitted pursuant to the advice of counselcounsel shall be conclusive evidence of such good faith. The Sellers willEach Stockholder, severally and not jointly, jointly in accordance with each Seller’s his, her or its Pro Rata PercentageShare, shall indemnify the Stockholders’ Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. To the extent that any distribution of any portion of the Holdback Amount is made to the Stockholders, the Stockholders’ Representative may receive reimbursement from the Stockholders directly out of any such distributions that are being made to the Stockholders for any and all expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Stockholders’ Representative in the performance or discharge of his rights and obligations under this Agreement. The Stockholders’ Representative may engage counsel, which may include counsel to the Company in connection with the Transactions, and the Company waives any conflict related thereto. Each Stockholder, severally and not jointly in accordance with his, her or its Pro Rata Share, shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, liabilitiesclaims, damages, claims, penalties, fines, forfeitures, actionsliabilities, fees, costs and costs, expenses (including the fees fees, disbursements and expenses costs of counsel and experts other skilled professionals and their staffs and all expense of document locationin connection with seeking recovery from insurers), duplication and shipment) judgments, fines or amounts paid in settlement (collectively, the “Representative LossesExpenses”) incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative and arising out of or in connection with the Representative’s execution and performance acceptance or administration of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered its duties hereunder or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, under the Representative will reimburse the Sellers the amount of such indemnified Engagement Agreement. Such Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Stockholders at the time of distribution, and third, directly from the Stockholders. The Stockholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Transactions. Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholders’ Representative against the costs, expenses and liabilities which may be incurred by the Stockholders’ Representative from in performing such actions. The Stockholders’ Representative shall be entitled to: (i) rely upon Section 1.1(a) of the funds in the Expense Fund and Disclosure Schedule, (ii) rely upon any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative signature believed by it to be paid from the aforementioned sources of fundsgenuine, this does not relieve the Sellers from their obligation and (iii) reasonably assume that a signatory has proper authorization to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds sign on behalf of the Sellers applicable Stockholder or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementother party.

No Liability; Indemnification. All acts Notwithstanding any provision of this Addendum “2” to the Representative hereunder in contrary, neither the Landlord nor its capacity as such members, officers, directors, managers, employees or agents shall be deemed liable to be acts on behalf of the Sellers and not of the Representative individually. The Representative will incur no liability of any kind with respect to any action Tenant or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary heretoits members, except in the event of liability directly resulting from the Representative’s fraudofficers, gross negligence directors, managers, employees, agents or willful misconduct. The Representative shall not be liable invitees, for any good faith action loss or omission pursuant damage to the advice of counsel. The Sellers willSign, severally and not jointlythe Tenant hereby expressly assumes all risk and damage to the Sign, in accordance with each Seller’s Pro Rata Percentageeither proximate or remote, indemnify, defend and hold harmless unless due to the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the RepresentativeLandlord, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss its members, officers, directors, managers, employees or agents. The Landlord shall not be liable to the extent attributable Tenant for any interference or intrusion in electrical service with respect to such fraud, the Sign unless due to gross negligence or willful misconduct. If not paid directly misconduct of the Landlord, its members, officers, directors, managers, employees or agents, and the Tenant agrees that it is solely responsible to maintain the electrical line and service with respect to the Representative by Sign. The Tenant agrees that the SellersTenant will indemnify and hold harmless the Landlord and its members, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund officers, directors, managers, employees and (ii) any other funds that become payable agents of, from, and against all damages, liabilities, suits, claims and actions of every kind with respect to the Sellers Sign arising out of the Tenant’s use or exercise of its rights under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; providedAddendum “2”, that while this section allows the Representative to be paid from the aforementioned sources of fundsand all costs and expenses, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered including reasonable attorneys’ fees and costs, whether arising from, or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations by reason of, or provisions limiting the recourse against related to any breach, violation or non-parties otherwise applicable to, performance of any term or condition on the Sellers set forth elsewhere in this Agreement are not intended to be applicable to part of the indemnities provided to the Representative Tenant under this sectionAddendum “2,” including any violation by the Tenant, or of the Sign, of any applicable law, rule, regulation, ordinance or order. The foregoing indemnities will provisions of this paragraph 7 shall survive the Closing, the resignation expiration or removal sooner termination of the Representative or the termination of this AgreementLease.

No Liability; Indemnification. All acts Notwithstanding any provision of this Addendum “1” to the contrary, neither the Landlord nor its members, officers, directors, managers, employees or agents shall be liable to the Tenant or its members, officers, directors, managers, employees, agents, invitees, patrons or any users of the Representative hereunder in its capacity as such shall be deemed to be acts on behalf ATM(s) for any loss, damage or theft of the Sellers ATM(s) or any contents or funds therein, and not the Tenant hereby expressly assumes all risk and damage to persons and property, related to the Tenant’s customers use of the Representative individually. The Representative will incur no liability of any kind with respect to any action ATM(s) or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary heretocontents or funds therein, except in the event of liability directly resulting from the Representative’s fraudeither proximate or remote, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant unless due to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the RepresentativeLandlord, its members, officers, directors, managers, employees or agents (collectively, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss “Tenant Risk”). The Landlord shall not be liable to the extent attributable Tenant for any interference or intrusion in any data line, communication line, or other information storing or transmitting mechanism, with respect to such fraudthe ATM(s), unless due to gross negligence or willful misconduct. If not paid directly misconduct of the Landlord, its members, officers, directors, managers, employees or agents, and the Tenant agrees that it is solely responsible to maintain the security and monitoring of any data line, communication line, or other information storing or transmitting mechanism with respect to the Representative ATM(s). The Tenant agrees that the Tenant will indemnify and hold harmless the Landlord and its members, officers, directors, managers, employees and agents of, from, and against all damages, liabilities, suits, claims and actions of every kind with respect to the ATM(s) arising out of the Tenant’s exercise of its rights set forth in this Addendum “1”, and all costs and expenses, including reasonable attorneys’ fees and costs, whether arising from, or by reason of, or related to any of the Sellers, any such Representative Losses may be recovered by the Representative from following (i) the funds in the Expense Fund and any Tenant Risk or (ii) any other funds that become payable breach, violation or non-performance of any term or condition on the part of the Tenant under this Addendum “1,” including any violation by the Tenant, or of the ATM, of any applicable law, rule, regulation, ordinance or order, including but not limited to the Sellers under ADA. The provisions of this Agreement at such time as such amounts would otherwise be distributable to paragraph 6 shall survive the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered expiration or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf sooner termination of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this AgreementLease.

No Liability; Indemnification. All acts of the Representative Representatives hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Representative Representatives individually. The Representative Representatives will incur no liability of any kind with respect to any action or omission by the Representative Representatives in connection with the Representative’s Representatives’ services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s Representatives’ fraud, gross negligence or willful misconduct. The Representative Representatives shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative Representatives from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s Representatives’ execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the RepresentativeRepresentatives, the Representative Representatives will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative Representatives from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative Representatives to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative Representatives from seeking any remedies available to it at law or otherwise. In no event will the Representative Representatives be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Representatives under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative Representatives or the termination of this Agreement.

No Liability; Indemnification. All acts (a) The Bank shall not be deemed to have assumed any liability or responsibility to the Obligors or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to any Obligor by the Representative hereunder in its capacity as such Bank (which shall automatically be deemed to be acts on behalf without recourse to the Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Sellers and Bank shall not of the Representative individuallybe deemed to have assumed any obligation or liability to any supplier or Account Debtor or to any other Person. The Representative will incur no liability of any kind with Obligors hereby agree to indemnify and defend the Bank and hold it harmless in respect to any action claim or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) proceeding arising out of or any matter referred to in connection with this Subsection 10.1(a), except to the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in extent attributable to the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the RepresentativeBank. (b) The Obligors hereby agree to indemnify and to hold harmless the Bank and each of its respective officers, the Representative will reimburse the Sellers the amount directors, agents, employees and counsel harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of such indemnified Representative Loss counsel) in connection with or arising out of any investigation, litigation or proceeding (except to the extent attributable to such fraud, the gross negligence or willful misconduct. If misconduct of the Bank), including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents, whether or not paid directly the Bank is a party thereto. (c) The Obligors agree to indemnify and hold the Representative Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Sellers, Bank in respect of any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers transaction effected under this Agreement at such time as such amounts would otherwise be distributable or in connection with the Lien provided for herein (except to the Sellers; provided, that while this section allows extent attributable to the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered gross negligence or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf willful misconduct of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contraryBank), including, without limitation, any restrictions taxes payable in connection with the delivery or limitations on liability or indemnification registration of any of the Collateral as provided herein. (d) The obligations of, or provisions limiting of the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Obligors under this section. The foregoing indemnities will Subsection 10.1 shall survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts of (a) To the maximum extent permissible by applicable law, the Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Representative individually. The Representative will incur no liability of any kind to any Company Holder or any other Person with respect to any action or omission inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative, except with respect to its own willful misconduct or gross negligence. Anything in this Agreement to the contrary notwithstanding, in no event shall the Representative be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Holder or any other Person for anything done, omitted or suffered in good faith by the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (b) To the maximum extent permissible by applicable law, the Payment Agent (in its capacity as such) shall incur no liability of any kind to any Company Holder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with the Representative’s services pursuant performance of its duties as Payment Agent, except with respect to its own willful misconduct or gross negligence in failing to abide by the Allocation in making any disbursement contemplated hereby. Anything in this Agreement to the contrary notwithstanding, in no event shall the Payment Agent (in its capacity as such) be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and any agreements ancillary heretoeven if the Payment Agent has been advised of the likelihood of such loss or damage, except in no matter the event form of liability directly resulting from the Representative’s fraud, gross negligence or willful misconductaction. The Payment Agent may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) The Representative and its members, managers, directors, officers, agents and employees shall not be liable for any good faith action or omission pursuant to indemnified, defended and held harmless by the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative Company Holders from and against any and all claims, damages, losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement, the Escrow Agreement and any agreements ancillary heretothe transactions contemplated hereby and thereby, or otherwise in connection with acting as the Representative, in each case as such claim, damage, loss, liability, cost or expense is incurred (collectively, “Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconductLosses”). If not paid directly to the Representative by the Sellers, any Any such Representative Losses may shall be recovered first from the Representative Fund, second from any distribution of the Escrow Fund otherwise distributable to the Company Holders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Escrow Agent in accordance with the Escrow Agreement at such time as such amounts would otherwise be distributable to (the Sellers; provided“Distributable Funds”), that while this section allows the Representative to be paid and third, directly from the aforementioned sources of fundsCompany Holders, this does severally and not relieve jointly, based on their respective pro rata interest as set forth on the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwiseAllocation. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, the Company, the Subsidiary, the Surviving Corporation or any restrictions or limitations on of their respective affiliates shall have any liability or indemnification obligations ofobligation to indemnify, defend or provisions limiting hold harmless the recourse Representative. The Representative is hereby granted a lien on, right of set-off against non-parties otherwise applicable toand security interest in the Representative Fund and the Distributable Funds for the payment of any claim for Representative Losses, indemnification, compensation, expenses and amounts due hereunder. (d) Certain Stockholders (the Sellers set forth elsewhere in this Agreement are not intended “Advisory Group”) have concurrently herewith entered into an engagement agreement with the Representative regarding direction to be applicable provided by the Advisory Group to the indemnities provided Representative. The Advisory Group shall incur no liability to any Company Holders while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). (e) All of the immunities and powers granted to the Representative under this section. The foregoing indemnities will Agreement shall survive the Closing, the resignation or removal of Representative and the Representative or the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 3: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Holder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. (f) To the extent the Representative receives documents, spreadsheets or other forms of information from any party and the Representative is required to deliver any such document, spreadsheet or other form of information to another party, the Representative is not responsible for the content of such materials, nor is the Representative responsible for confirming the accuracy of any information contained in such materials or reconciling the content of any such materials with any other documents, spreadsheets or other information.

No Liability; Indemnification. All acts (a) The Lender shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Representative hereunder in its capacity as such Borrower by the Lender (which shall automatically be deemed to be acts on behalf of without recourse to the Sellers and not of Lender in any event), or for the Representative individually. The Representative will incur no liability existence, character, quantity, quality, condition, value or delivery of any kind with respect goods purporting to be represented by any action or omission by such documents; and the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative Lender shall not be liable for deemed to have assumed any good faith action obligation or omission pursuant liability to the advice of counselany supplier or account debtor or to any other Person. The Sellers will, severally Borrower hereby agrees to indemnify and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a). (b) The Borrower hereby agrees to indemnify and defend the Representative Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all losses, liabilitiesclaims, damages, claims, penalties, fines, forfeitures, actions, feesliabilities, costs and expenses (including including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents. (c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Representative’s execution and performance Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, Collateral as provided herein. (d) The obligations of the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers Borrower under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will Section 11.10 shall survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts (a) The Bank shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Representative hereunder in its capacity as such Borrower by the Bank (which shall automatically be deemed to be acts on behalf of without recourse to the Sellers and not of Bank in any event), or for the Representative individually. The Representative will incur no liability existence, character, quantity, quality, condition, value or delivery of any kind with respect goods purporting to be represented by any action or omission by such documents; and the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative Bank shall not be liable for deemed to have assumed any good faith action obligation or omission pursuant liability to the advice of counselany supplier or Account Debtor or to any other Person. The Sellers will, severally Borrower hereby agrees to indemnify and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend the Bank and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Subsection 10.1. (b) The Borrower hereby agrees to indemnify and to hold the Representative Bank and each of its respective officers, directors, agents, employees and counsel harmless from and against any and all losses, liabilitiesclaims, damages, claims, penalties, fines, forfeitures, actions, feesliabilities, costs and expenses (including the fees including, without limitation, reasonable fees, expenses and expenses disbursements of counsel and experts and their staffs and all expense of document location, duplication and shipmentcounsel) (collectively, “Representative Losses”) in connection with or arising out of any investigation, litigation or proceeding, including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents. (c) The Borrower agrees to indemnify and hold harmless the Bank from and against any taxes, liabilities, claims and damages, including reasonable attorneys' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Bank in respect of any transaction effected under this Agreement or in connection with the Representative’s execution and performance Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, Collateral as provided herein. (d) The obligations of the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers Borrower under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will Subsection 10.1 shall survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

No Liability; Indemnification. All acts (a) Notwithstanding any other provision of the Representative hereunder in its capacity as such this Agreement, neither THE SOURCE nor any affiliate or employee of THE SOURCE shall be deemed liable to be acts on behalf KMART or any creditor of the Sellers and not KMART for any mistake, error or misjudgment of the Representative individually. The Representative will incur no liability of THE SOURCE or its affiliates, or their officers, directors, employees or agents, for any kind with respect to any action losses, liabilities or omission claims incurred or suffered by the Representative KMART, or its creditors in connection with the Representative’s services pursuant to this Agreement and rendering of Services by THE SOURCE or occurring in connection with the operation of the business, or for any agreements ancillary heretoservices, products or equipment provided by any contractor, agent, accountant or counsel retained on behalf of KMART, except in the event of liability directly for losses resulting from the Representative’s fraud, gross negligence or willful misconduct, fraud or negligence of THE SOURCE in the performance of its duties under this Agreement or from a breach of this Agreement by THE SOURCE. The Representative THE SOURCE shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers willindemnify KMART and its officers, severally directors, partners, representatives, agents and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend employees ("KMART") against and hold KMART Indemnified Persons harmless the Representative from and against any and all losses, liabilities, damageslosses, claims, actions, suits, penalties, fines, forfeitures, actions, fees, costs damages and expenses (including the reasonable attorneys' fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipmentcourt costs) (collectively, “Representative Losses”) based on or arising out of or in connection with the Representative’s execution performance by THE SOURCE or its duties to KMART hereunder but only where such liabilities, losses, claims, actions, suits, penalties, damages and expenses are due to the negligence, fraud or willful misconduct of, or a breach of this Agreement by, THE SOURCE, its officers, directors, employees, agents, and control persons. (b) KMART shall indemnify THE SOURCE and its affiliates, and their officers, directors, partners, representatives, employees and agents ("THE SOURCE Indemnified Persons"), against and hold THE SOURCE Indemnified Persons harmless from all liabilities, losses, claims, actions, suits, penalties, damages and expenses (including reasonable attorneys' fees and court costs) based on or arising out of or in connection with the performance by THE SOURCE or other THE SOURCE Indemnified Person or other parties selected by THE SOURCE in connection with the performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct operation of the RepresentativeBusiness, the Representative will reimburse the Sellers the amount including actions by or claims of such indemnified Representative Loss any creditor, or former creditor, of KMART, except to the extent attributable to such fraudextent, gross negligence or willful misconduct. If not paid directly and only to the Representative by the Sellersextent, any such Representative Losses loss, liability, claim, action, suit, penalty, damage or expense is proven to have incurred or sustained as a result of the willful misconduct, fraud or negligence of THE SOURCE or its affiliates, and their officers, directors, partners, representatives, employees and agents or from a breach of this Agreement by THE SOURCE. (c) In the event any error or other mistake by THE SOURCE in performing the Services shall require KMART to refund, return, or re-credit any funds to a vendor participating in the programs contemplated by this Agreement, then THE SOURCE shall return to KMART any fee that may be recovered by the Representative from (i) have been paid to THE SOURCE for the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; providedrefunded, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations ofreturned, or provisions limiting the recourse against nonre-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended credited to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementsuch vendors.