Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) On the terms and subject to the limitations set forth herein, Investor hereby assumes and agrees to save, indemnify, defend and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b).

Obligation to Indemnify. (a) On the terms and subject Subject to the limitations set forth hereinin this Article VII, Investor hereby assumes Sellers jointly and agrees severally agree to save, indemnify, defend and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor Buyer, its Affiliates (including, post-Closing, the Companies), and its affiliates, their respective directors, officers, shareholders, partners, members and employees and other agents their heirs, successors and representatives permitted assigns (collectively, the "Investor “Buyer Indemnified Parties"”) from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentationdamages, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentationlosses, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreementcharges, certificateliabilities, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actionspayments, suitsjudgments, proceedings, claims, demandssettlements, assessments, judgmentsdeficiencies, Taxes, interest, penalties, costs and expenses, expenses (including, without limitation, reasonable attorneys' fees, incident to and reasonable out of pocket disbursements) (“Losses”) imposed on, sustained, or incurred or suffered by any of the foregoing Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between Sellers, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of Sellers contained in this Agreement or in any certificate delivered by or on behalf of either Seller at the Closing; (ii) any breach or failure by either Seller to perform any of its covenants or obligations contained in this Agreement; (iii) any Taxes for which either Sellers is responsible in accordance with Article VIII; and/or (iv) liabilities and obligations of the nature and type specified in Section 4.8 and Section 4.9. (b) The rights of the Buyer Indemnified Parties to indemnification under Section 7.1(a) shall be subject to the following: (i) If the amount of any Loss suffered or incurred by a Buyer Indemnified Party, at any time subsequent to the making of an indemnity payment in investigating or attempting to avoid the same or to oppose the imposition respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in enforcing connection therewith, will promptly be repaid by the Buyer Indemnified Party to the Seller that has made any such indemnity payment. Upon making any indemnity payment, each Seller will, to the extent of such indemnity payment made by it, be subrogated to all rights of the Buyer Indemnified Party against any third party in respect of the indemnifiable Loss to which the indemnity payment relates; provided, however, that until the Buyer Indemnified Party recovers full payment of its indemnifiable Loss, any and all claims of Sellers against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Buyer Indemnified Party's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Buyer Indemnified Party and each Seller will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 7.1(b)(i) shall be construed to require any Buyer Indemnified Party to obtain insurance coverage in excess of what is in place, if any, as of the date of this Agreement, or maintain any existing insurance coverage past the Closing, provided, however that Buyer Indemnified Parties shall use reasonable efforts, at the expense of the Indemnifying Party, to pursue insurance recovery to the extent any Losses would reasonably be expected to be covered by such insurance. (ii) Except as set forth in Section 7.1(b)(iv), the Buyer Indemnified Parties shall be entitled to indemnification under Section 7.1(a)(i) only to the extent that the aggregate amount of Losses exceed on a cumulative basis one hundred and seventy five thousand dollars ($175,000) (the “Indemnification Basket”), after which point Sellers will be obligated, jointly and severally, to indemnify Buyer Indemnified Parties from and against all such Losses relating back to the first dollar. (iii) Except as set forth in Section 7.1(b)(iv), the maximum amount for which Sellers shall be jointly and severally liable in the aggregate under Section 7.1(a)(i) shall not exceed twenty percent (20%) of the Purchase Price (the “Indemnification Cap”). (iv) Notwithstanding Sections 7.1(b)(ii) and 7.1(b)(iii), Losses in connection with or arising out of any breaches or inaccuracies of any representations or warranties of Sellers set forth in the following Sections shall not be subject to the Indemnification Basket or the Indemnification Cap: Section 3.1(a) (Organization, Standing and Corporate Power); Section 3.1(b) (Capital Structure); Section 3.1(c) (Non-Contravention; Consents); Section 3.1(f) (Rights to Company Shares); Section 3.1(g) (Employees; Labor Matters); Section 3.1(h) (Benefit Plans); Section 3.1(j) (Taxes); Section 3.1(k)(ii) (Compliance with Applicable Law); and Section 3.1(o) (Brokers). (c) Buyer agrees to indemnify and hold harmless Sellers, their Affiliates (excluding, following the Closing, the Companies), and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns (collectively, “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, or incurred or suffered by any of the Seller Indemnified Parties, whether in respect of Third Party Claims, claims between the Sellers, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of Buyer contained in this Agreement or in any certificate delivered by or on behalf of Buyer at the Closing; and/or (ii) any breach or failure by Buyer to perform any of its covenants or obligations contained in this Agreement or in any certificate delivered by or on behalf of Buyer at the Closing. (d) If the amount of any Loss suffered or incurred by a Seller Indemnified Party, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Seller Indemnified Party to Buyer. Upon making any indemnity payment, Buyer will, to the extent of such indemnity payment, be subrogated to all rights of the Seller Indemnified Party against any third party in respect of the indemnifiable Loss to which the indemnity payment relates; provided, however, that until the Seller Indemnified Party recovers full payment of its indemnifiable Loss, any and all claims of Buyer against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Seller Indemnified Party's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Seller Indemnified Party and Buyer will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 5.1(b)7.1(d) shall be construed to require any Seller Indemnified Party to obtain insurance coverage in excess of what is in place, if any, as of the date of this Agreement, or maintain any existing insurance coverage past the Closing, provided, however that Seller Indemnified Parties shall use reasonable efforts, at the expense of the Indemnifying Party, to pursue insurance recovery to the extent any Losses would reasonably be expected to be covered by such insurance.

Obligation to Indemnify. (a) On the terms and subject to the limitations set forth herein, Investor hereby assumes and Seller agrees to save, indemnify, defend and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor Buyer, its Affiliates (including, following the Closing, the Company) and its affiliates, their respective directors, officers, shareholders, partners, members and employees and other agents their heirs, successors and representatives permitted assigns (collectively, the "Investor “Buyer Indemnified Parties"”) from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentationdamages, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentationlosses, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreementcharges, certificateLiabilities, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actionspayments, suitsjudgments, proceedings, claims, demandssettlements, assessments, judgmentsdeficiencies, Taxes, interest, penalties, and reasonable costs and expenses, expenses (including, without limitation, reasonable attorneys' ’ fees, incident to and reasonable out of pocket disbursements) (“Losses”) imposed on, sustained, or incurred or suffered by any of the foregoing Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between the Parties, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of Seller contained in this Agreement or in any other agreement, certificate or document delivered by or on behalf of Seller at the Closing; it being understood that for purposes of this Section 8.1(a)(i), any qualifications relating to materiality, including the term “Material Adverse Change”, contained in any such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; (ii) any breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement or in any other certificate or document delivered by or on behalf of Seller at the Closing; (iii) Indemnified Taxes; (iv) claims against, or actions by, the Company, Seller, or any of Seller’s Affiliates (or their respective employees, directors, or officers) occurring, or based on facts and circumstances occurring, prior to the Effective Time or the Closing Date (whichever is later), and in each case that arise out of or relate to the operations of the Company prior to the Effective Time or the Closing Date (whichever is later); and/or (v) the Administrative Services Agreement, the LPT Agreement, the Guaranty Agreement or any other agreement delivered by or on behalf of Seller at the Closing. Notwithstanding the foregoing, Buyer Indemnified Parties shall be entitled to indemnification under Section 8.1(a)(i) only to the extent that the aggregate amount of such Losses exceed on a cumulative basis one hundred thousand dollars ($100,000) (the “Seller Rep and Warranty Basket”), at which point the Seller will be obligated to indemnify the Buyer Indemnified Parties from and against all such Losses in excess of the Seller Rep and Warranty Basket. (b) Buyer agrees to indemnify and hold harmless Seller, its Affiliates (excluding, following the Closing, the Company), and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns (collectively, “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing suffered by any of the Seller Indemnified Parties, whether in respect of Third Party Claims, claims between the Parties, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of Buyer contained in this Agreement or in any other agreement, certificate or document delivered by or on behalf of Buyer at the Closing; (ii) any breach or failure by Buyer to perform any of its covenants or obligations contained in this Agreement or in any other agreement, certificate or document delivered by or on behalf of Seller at the Closing; and/or (iii) claims against, or actions by, the Company, Buyer, or any of Buyer’s Affiliates (or their respective employees, directors, or officers) occurring, or based on facts and circumstances occurring, after the Effective Time or the Closing Date (whichever is later), and in each case that arise out of or relate to the operations of the Company after the Effective Time or the Closing Date (whichever is later) (excluding actions taken by Property and Casualty Company of Omaha on behalf of the Company under this Section 5.1(bthe Administrative Services Agreement and/or the LPT Agreement).

Obligation to Indemnify. (a) On In addition to, and not in lieu of, any right or remedy available to Acquiror at law or in equity, the terms Transferor hereby indemnifies and subject to the limitations set forth hereinholds harmless Acquiror and Parent, Investor hereby assumes and agrees to save, indemnify, defend and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and againstagainst any and all Proceedings, Judgments, Obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and shall on demand reimburse expenses (including without limitation reasonable attorneys' fees, paralegals' fees, investigation expenses, court costs, interest and penalties) arising out of or in connection with, or caused by, directly or indirectly, any or all of the Company Indemnified Parties forfollowing: (i) Any misrepresentation, breach or failure of any and all loss, liability, damage warranty or deficiency suffered or incurred representation made by the Company Indemnified Parties Transferor or ▇▇▇▇▇▇▇▇▇ in this Agreement or pursuant hereto; (ii) Any failure or refusal by reason of any misrepresentation the Transferor to satisfy or breach of warranty by Investor or nonfulfillment of perform any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (iiiii) Any claim, Obligation of or Judgment against Transferor or affecting the Acquired Assets arising, or arising from facts or circumstances occurring, prior to the date hereof including, but not limited to, any Taxes or Environmental Matters, excluding only the Assumed Liabilities. Any shares of Common Stock transfered by Transferor shall be transferred subject to the foregoing indemnified matters. (b) In addition to, and not in lieu of, any right or remedy available to Transferor at law or in equity, the Acquiror hereby indemnifies and holds harmless (1) Transferor, (2) ▇▇▇▇▇▇▇▇▇, (3) the Securityholders, and (4) with respect to any Obligations of Transferor in favor of Acadian Bank, Commercial Marine, Inc., from and against any and all actionsProceedings, suitsJudgments, proceedingsObligations, claimslosses, demandsdamages, deficiencies, settlements, assessments, judgmentscharges, costs and expenses, expenses (including without limitation reasonable attorneys' fees, incident to paralegals' fees, investigation expenses, court costs, interest and penalties) arising out of or in connection with, or caused by, directly or indirectly, any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a)Assumed Liabilities. (bc) On For the terms and subject to the limitations set forth hereinremaining provisions of this Article XI, the Company hereby assumes and agrees party seeking indemnification shall be referred to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, as the "Investor Indemnified PartiesParty," and the party against whom such indemnity is sought shall be the ") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)Indemnifying Party."

Obligation to Indemnify. (a) On Following the terms Closing, and subject to the limitations set forth hereinin this Article 11, Investor Buyer hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") Sellers from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and Sellers for all loss, liability, damage or deficiency claim, damage, deficiency, injury and all costs and expenses (including all attorney fees and other defense costs) (collectively “Losses”) suffered by Sellers or incurred in respect of any failure by Buyer to comply with the Company Indemnified Parties by reason of Assignment and Assumption Agreements; or any misrepresentation or breach of warranty by Investor Buyers or nonfulfillment of any covenant or agreement to be performed or complied with by Investor Buyers under this Agreement or in any agreement, certificate, document or instrument Closing Documents executed by Investor any of Buyers and delivered to the Company Sellers pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On Following the terms Closing, and subject to the limitations set forth hereinin this Article 11, the Company Seller hereby assumes and agrees to save, indemnify indemnify, and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") Buyers from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and Buyers for all loss, liability, damage or deficiency Losses suffered or incurred by the Investor Indemnified Parties or by reason Buyers in respect of any misrepresentation, breach of warranty warranty, or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) Sellers under this Agreement or any agreement, certificate, document or instrument Closing Documents executed by any Company Sellers and delivered to Investor any of Buyers pursuant to or in connection with this Agreement; and (ii) any Agreement and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any in respect of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)Excluded Liabilities.

Obligation to Indemnify. (a) On If the terms Closing occurs and subject to the terms, conditions and limitations set forth herein, Investor hereby assumes and agrees to save, Seller shall indemnify, defend and hold the Purchaser Indemnitees harmless the Company for any Loss incurred or suffered by any of them as a result of or arising out of (A)(i) a breach of a representation or warranty by Seller in this Agreement or any Ancillary Agreement (it being understood that representations and its affiliates, members, managers, officers, employees and other agents and representatives warranties that are made as of a specific date speak only as of that date); (collectively the "Company Indemnified Parties") from and against, and shall on demand reimburse the Company Indemnified Parties for: (iA)(ii) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties by reason breach of any misrepresentation agreement, term, provision, condition, obligation, or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with satisfied by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company Seller pursuant to or in connection with this Agreement; and (iiA)(iii) any third-party personal injury or tort claims regarding Seller’s use, ownership and/or operation of the Property (or any party thereof) prior to the Closing but excluding the Assumed Liabilities and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident any Environmental Claims released pursuant to Section 1.7(d)(iv); (A)(iv) any claim arising from the Assumed Contracts relating to any of act or omission prior to the foregoing, Closing Date; and (A)(v) any claim arising from inaccuracy or incurred material default alleged in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms Seller’s Estoppel Certificate. If Closing occurs and subject to the terms, conditions and limitations set forth herein, the Company hereby assumes and agrees to savePurchaser shall indemnify, indemnify defend and hold the Seller Indemnitees harmless Investor for any Loss incurred or suffered by any of them as a result of or arising out of (B)(i) a breach of a representation or warranty by Purchaser in this Agreement (it being understood that representations and its affiliateswarranties that are made as of a specific date speak only as of that date), directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (iB)(ii) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason breach of any misrepresentationagreement, breach of warranty term, provision, condition, obligation, or nonfulfillment of any covenant or agreement to be performed or complied with satisfied by Purchaser pursuant to this Agreement, (B)(iii) any Assumed Liability and (B)(iv) the Company use, ownership and/or operation of the Property (other than or any misrepresentation, portion thereof) from and after Closing. For the purposes of determining whether a breach of any representation or warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members exists (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)10.3(a) only) and the amount of Losses associated with such breach, all qualifications based on materiality, such as “in all material respects”, “Material Adverse Effect”, and similar qualifiers, shall be disregarded.

Obligation to Indemnify. (a) On If the terms Closing shall occur, and subject to the limitations set forth hereinterms and conditions of this Article 7, Investor Buyer hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless Seller, and the Company and its affiliatesrespective officers, directors, members, managers, officersemployees, employees and other agents agents, Affiliates and representatives of Seller, and the officers and directors of such members and managers (collectively the "Company Indemnified Parties"collectively, with Seller “Seller Indemnitees”) from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and all loss, liability, liability or damage or deficiency suffered or incurred by the Company Indemnified Parties any Seller Indemnitee(s) by reason of any misrepresentation breach by Buyer of any representation or breach warranty of warranty Buyer set forth in this Agreement; (ii) any loss, liability or damage suffered or incurred by Investor or any Seller Indemnitee(s) by reason of the nonfulfillment by Buyer of any covenant or agreement to be performed or complied with by Investor Buyer under or pursuant to this Agreement or in any agreementof the Buyer Documents; (iii) any loss, certificateliability or damage suffered or incurred by any Seller Indemnitee(s) arising out of or related to any of the operations, document business or instrument executed by Investor and delivered to activities of the Company pursuant to or the Business after the Closing or any liability or obligation of the Company other than Excluded Liabilities, provided that such loss, liability or damage is not the result of a breach by Seller of any representation or warranty of Seller set forth in connection with this Agreement; and (iiiv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' ’ fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a7.1(a). (b) On If the terms Closing shall occur, and subject to the limitations set forth hereinterms and conditions of this Article 7, the Company Seller hereby assumes and agrees to save, indemnify and hold harmless Investor Buyer, the Company and its affiliates, directors, Buyer’s officers, employees directors and other agents and representatives stockholders (collectively, with Buyer and the "Investor Indemnified Parties"Company, “Buyer Indemnitees”) from, against from and in respect of, and shall on demand reimburse Investor Indemnified Parties foragainst: (i) any and all loss, liability, liability or damage or deficiency suffered or incurred by the Investor Indemnified Parties or any Buyer Indemnitee(s) by reason of any misrepresentationbreach by Seller of any representation or warranty of Seller set forth in this Agreement; (ii) any loss, breach liability or damage suffered or incurred by Buyer Indemnitee(s) by reason of warranty or the nonfulfillment by Seller of any covenant or agreement to be performed or complied with by the Company Seller under or pursuant to this Agreement; (other than iii) any misrepresentation, breach of warranty liability suffered or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed incurred by any Company and delivered to Investor pursuant to or in connection with this AgreementBuyer Indemnitee(s) arising out of claims by third parties against any Buyer Indemnitee(s) for any Excluded Liabilities; and (iiiv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, including reasonable attorneys' ’ fees, incident to any of the foregoing foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b7.1(b).

Obligation to Indemnify. (a) On Following the terms and subject to the limitations set forth hereinClosing, Investor Buyer ----------------------- hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless Sellers, and the Company directors, officers and its affiliates, members, managers, officers, employees and other agents and representatives managers of each of Sellers (collectively with Sellers, the "Company Indemnified PartiesSeller Indemnitees") ), from and against, and shall on demand reimburse the Company Indemnified Parties Seller Indemnitees for: (i) any loss, liability, damage, or deficiency suffered or incurred by any of the Seller Indemnitees by reason of or in connection with any of the Assumed Obligations, including any failure by Buyer to comply with the Obligations Undertaking; (ii) any and all loss, liability, damage or deficiency suffered or incurred by any of the Company Indemnified Parties Seller Indemnitees by reason of any misrepresentation or breach of warranty by Investor Buyers or nonfulfillment of any covenant or agreement to be performed or complied with by Investor Buyers under this Agreement or in any agreement, certificate, document or instrument executed by Investor any of Buyers and delivered to the Company Sellers pursuant to or in connection with this Agreement; and; (iiiii) any and all loss, liability, damage, or deficiency suffered or incurred by any of the Seller Indemnitees by reason of the operation by Buyer of the Stations after the Closing; (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a9.1(a). (b) On Following the terms and subject to the limitations set forth hereinClosing, the Company Sellers hereby assumes jointly and agrees severally, agree to save, indemnify and hold harmless Investor Buyers, and its affiliates, directors, the officers, employees managers and other agents and representatives members of each of Buyers (collectivelycollectively with Buyers, the "Investor Indemnified PartiesBuyer Indemnitees") ), from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties the Buyer Indemnitees for: (i) any and all loss, liability, damage or deficiency suffered or incurred by any of the Investor Indemnified Parties or Buyer Indemnitees by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) the Sellers under this Agreement or any agreement, certificate, document or instrument executed by any Company of the Sellers and delivered to Investor any of Buyers pursuant to or in connection with this Agreement; (ii) any loss, liability, damage or deficiency suffered or incurred by any of the Buyer Indemnitees by reason of or in connection with any of the Excluded Liabilities; (iii) any and all loss, liability or damage suffered or incurred by any of the Buyer Indemnitees in respect of or in connection with any and all debts, liabilities and obligations of, and any and all violation of laws, rules, regulations, codes or orders by any of Sellers, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, on or before the TBA Commencement Date, whether or not then known, due or payable, except to the extent specifically assumed by Buyer pursuant to the Obligations Undertaking; (iv) any and all loss, liability or damage suffered or incurred by any of the Buyer Indemnitees in respect of or in connection with any Employee Benefit Plan; and (iiv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b9.1(b).

Obligation to Indemnify. (a) On the terms and subject Subject to the limitations set forth hereinin this Article XI, Investor hereby assumes and MONY agrees to save, indemnify, defend and hold harmless the Company AEGON Controlled Group (and its affiliates, members, managerstheir directors, officers, employees employees, Affiliates, successors and other agents and representatives (collectively the "Company Indemnified Parties"permitted assigns) from and againstagainst all Losses (as hereinafter defined), and shall on demand reimburse the Company Indemnified Parties for: based upon: (i) any and all lossclaims, liability, damage actions or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered proceedings relating to the Company pursuant Assigned and Assumed Contracts which arise out of events occurring on or prior to or in connection with this Agreement; and the Closing Date, (ii) any breach of or inaccuracy in the representations and all actionswarranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, suits(iii) any breach, proceedingsnonfulfillment or default in the performance of any of the covenants and agreements, claimsof the Selling Parties contained in this Agreement, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident or in any certificate or document delivered by the Selling Parties (or either of them) pursuant to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereofprovisions of, or in enforcing connection with, this Agreement, (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the AEGON Controlled Group which relates to Taxes arising out of or related to the Business for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, (v) any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to or arising out of any Excluded Liability, (vi) any liability assessed against any member of the AEGON Controlled Group arising out of or relating to any Plan, (vii) any failure by 140 MONY to comply with any "bulk sales" laws applicable to the transactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in Section 3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the obligations under knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be limited to those arising from the use and occupancy by MONY of the Leased Real Property. As used in this Section 5.1(aArticle XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is suffered until such obligation to indemnify is actually paid, penalties and reasonable attorneys' fees and disbursements). (b) On the terms and subject Subject to the limitations set forth hereinin this Article XI, the Company hereby assumes and AEGON agrees to saveindemnify, indemnify defend and hold harmless Investor MONY (and its affiliates, directors, officers, employees employees, Affiliates, successors and other agents permitted assigns) from and representatives (collectivelyagainst all Losses, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: based upon: (i) any breach of or inaccuracy in the representations and all losswarranties without giving effect to any knowledge or materiality qualification therein or any exceptions to such representations and warranties set forth on the schedules thereto, liabilityor any breach, damage nonfulfillment or deficiency suffered default in the performance of any of the covenants and agreements, of 141 either of the Acquiring Parties contained in this Agreement, or incurred in any certificate or document delivered by the Investor Indemnified Acquiring Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investorthem) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to any of the provisions of, or in connection with with, this Agreement; and , (ii) any and all actionsTax liability (including any related interest or penalties) which relates to Taxes arising out of or relating to the Business or any Transferred Asset for any taxable period ending after the Closing Date, suits, proceedings, (iii) any claims, demandsactions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring after the Closing Date, assessments(iv) the Assumed Liabilities and any claim of any Person other than MONY or its Affiliates with respect to or arising out of any Assumed Liability, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident (v) any fees or commissions incurred by either Acquiring Party in connection with the transactions contemplated by this Agreement or (vi) any actions taken by Parent or AUSA Life after the Closing Date with respect to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)Continuing Employees.

Obligation to Indemnify. (a) On the terms and subject Subject to the limitations set forth hereinin this Article XI, Investor hereby assumes and MONY agrees to save, indemnify, defend and hold harmless the Company AEGON Controlled Group (and its affiliates, members, managerstheir directors, officers, employees employees, Affiliates, successors and other agents and representatives (collectively the "Company Indemnified Parties"permitted assigns) from and againstagainst all Losses (as hereinafter defined), and shall on demand reimburse the Company Indemnified Parties for: based upon: (i) any and all lossclaims, liability, damage actions or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered proceedings relating to the Company pursuant Assigned and Assumed Contracts which arise out of events occurring on or prior to or in connection with this Agreement; and the Closing Date, (ii) any breach of or inaccuracy in the representations and all actionswarranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, suits(iii) any breach, proceedingsnonfulfillment or default in the performance of any of the covenants and agreements, of the Selling Parties contained in this Agreement, or in any certificate or document delivered by the Selling Parties (or either of them) pursuant to any 142 159 of the provisions of, or in connection with, this Agreement, (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the AEGON Controlled Group which relates to Taxes arising out of or related to the Business for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, (v) any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to or arising out of any Excluded Liability, (vi) any liability assessed against any member of the AEGON Controlled Group arising out of or relating to any Plan, (vii) any failure by MONY to comply with any "bulk sales" laws applicable to the transactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in Section 3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be limited to those arising from the use and occupancy by MONY of the Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, demandslosses, assessmentsliabilities, judgmentsdamages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is 143 160 suffered until such obligation to indemnify is actually paid, penalties and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(afees and disbursements). (b) On the terms and subject Subject to the limitations set forth hereinin this Article XI, the Company hereby assumes and AEGON agrees to saveindemnify, indemnify defend and hold harmless Investor MONY (and its affiliates, directors, officers, employees employees, Affiliates, successors and other agents permitted assigns) from and representatives (collectivelyagainst all Losses, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: based upon: (i) any breach of or inaccuracy in the representations and all losswarranties without giving effect to any knowledge or materiality qualification therein or any exceptions to such representations and warranties set forth on the schedules thereto, liabilityor any breach, damage nonfulfillment or deficiency suffered default in the performance of any of the covenants and agreements, of either of the Acquiring Parties contained in this Agreement, or incurred in any certificate or document delivered by the Investor Indemnified Acquiring Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investorthem) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to any of the provisions of, or in connection with with, this Agreement; and , (ii) any and all actionsTax liability (including any related interest or penalties) which relates to Taxes arising out of or relating to the Business or any Transferred Asset for any taxable period ending after the Closing Date, suits, proceedings, (iii) any claims, demandsactions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring after the Closing Date, assessments(iv) the Assumed Liabilities and any claim of any Person other than MONY or its Affiliates with respect to or arising out of any Assumed Liability, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident (v) any fees or commissions incurred by either Acquiring Party in connection with the transactions contemplated by this Agreement or (vi) any actions taken by Parent or AUSA Life after the Closing Date with respect to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)Continuing Employees.

Obligation to Indemnify. (a) On From and after the terms Closing, and subject to the limitations set forth hereinterms and conditions of this Article 7, Investor Buyer hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless the Company Seller and its affiliates, members, managers, all officers, employees and other directors, employees, agents and representatives members of Seller (collectively the "Company Indemnified PartiesSeller Indemnitees") from and against, and shall on demand reimburse the Company Indemnified Parties for: (ii.) any and all loss, liability, liability or damage or deficiency suffered or incurred by the Company Indemnified Parties any Seller Indemnitee by reason of any misrepresentation breach by Buyer of any representation or breach warranty of warranty Buyer set forth in this Agreement; (ii.) any loss, liability or damage suffered or incurred by Investor or any Seller Indemnitee by reason of the nonfulfillment by Buyer of any covenant or agreement to be performed or complied with by Investor Buyer under or pursuant to this Agreement Agreement; (iii.) any loss, liability or in damage suffered or incurred by any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant Seller Indemnitee with respect to or in connection with this Agreementany one or more of the Assumed Liabilities; (iv.) any loss, liability or damage suffered or incurred by any Seller Indemnitee arising out of or related to the ownership or use of any of the Purchased Assets by Buyer and/or the operations, business or activities of Buyer after the Closing; and (iiv.) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a)7.1. (b) On From and after the terms Closing, and subject to the limitations set forth hereinterms and conditions of this Article 7, each of the Company Selling Parties, jointly and severally, hereby assumes and agrees to save, indemnify and hold harmless Investor Buyer and its affiliatesBuyer's officers, directors, officersemployees, employees and other agents and representatives stockholders (collectively, the collectively "Investor Indemnified PartiesBuyer Indemnitees") from, against from and in respect of, and shall on demand reimburse Investor Indemnified Parties foragainst: (ii.) any and all loss, liability, liability or damage or deficiency suffered or incurred by the Investor Indemnified Parties or any Buyer Indemnitee by reason of any misrepresentationbreach by Seller of any representation or warranty of Seller set forth in this Agreement; (ii.) any loss, breach liability or damage suffered or incurred by any Buyer Indemnitee by reason of warranty or the nonfulfillment by Seller of any covenant or agreement to be performed or complied with by the Company Seller under or pursuant to this Agreement; (other than iii.) any misrepresentationloss, breach of warranty liability or nonfulfillment of any covenant damage suffered or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed incurred by any Company and delivered to Investor pursuant Buyer Indemnitee with respect to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any one or more of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b).Excluded Liabilities;

Obligation to Indemnify. (a) On If the terms and subject to the limitations set forth hereinClosing shall occur, Investor hereby assumes Buyer shall assume and agrees to save, indemnify, defend indemnify and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") Seller from and against, and shall on demand reimburse the Company Indemnified Parties Seller for: (i) any failure by Buyer to comply with the Liabilities Undertaking; (ii) any and all actual loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties Seller by reason of any material misrepresentation or material breach of warranty by Investor Buyer or nonfulfillment of any covenant or agreement to be performed or complied with by Investor Buyer under this Agreement or in any agreement, certificate, document or instrument (other than any Assigned Lease) executed by Investor Buyer and delivered to the Company Seller pursuant to or in connection with this Agreement; and (iiiii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a9.1(a). (b) On the terms and subject to the limitations set forth herein, the Company The Seller hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") Buyer from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties Buyer for: (i) any and all actual loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or Buyer by reason of any material misrepresentation, material breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) Seller under this Agreement or any agreement, certificate, document or instrument (other than any Assigned Lease) executed by any Company Seller and delivered to Investor Buyer pursuant to or in connection with this Agreement; (ii) any and all actual loss, liability or damage suffered or incurred by Buyer in respect of or in connection with any and all debts, liabilities and obligations of, and any and all violation of laws, rules, regulations, codes or orders by, Seller, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, on or before the Closing Date, whether or not then known, due or payable, except to the extent specifically assumed by Buyer pursuant to the Liabilities Undertaking; (iii) any and all actual loss, liability, damage, cost or expense suffered or incurred by Buyer based on or arising from (A) the presence of any Hazardous Substance on any of the Real Properties or any Hazardous Discharge thereon or on or prior to the Closing Date, and/or any Environmental Complaint, and/or the failure to obtain any license or permit required in connection with any Hazardous Substance or Hazardous Discharge or the retention, disposal, treatment or use thereof, and/or arising out of any noncompliance with any environmental, health or safety law, ordinance, rule or regulation (each, an "Environmental Requirement"), in each case, based on or arising from any act, transaction, state of facts or other condition involving the Business or any of the Real Properties, which occurred or existed on or before the Closing Date, whether or not then known, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any Hazardous Discharge, the presence, use, disposal or treatment of a Hazardous Substance, or noncompliance with any Environmental Requirement, on or prior to the Closing Date, involving the Business or any of the Real Properties, and/or (C) any Environmental Complaint and/or any demand of any government agency or authority prior to, on or after the Closing Date which is based upon or in any way related to any Hazardous Discharge, the presence, use, disposal or treatment of a Hazardous Substance, and/or noncompliance with any Environmental Requirement on or prior to the Closing Date, involving the Business or any of the Real Properties, and including, without limitation and in each such case under this clause (iii), the reasonable costs and expenses of all remedial action and clean-up, attorney and consultant fees, investigation, sampling and laboratory fees, court costs and litigation expense and costs arising out of emergency or temporary assistance or action undertaken by or as required by any regulatory body in connection with any of the foregoing; (iv) any and all income, franchise and similar taxes and similar governmental charges or assessments which are due or payable by Seller, or arising out of the operation of Seller's business or the Station on or prior to the Closing Date, and all interest and penalties thereon; (v) any and all actual loss, liability, damage, cost or expense suffered or incurred by Buyer by reason of noncompliance with the provisions of any bulk transfer law of any jurisdiction in connection with any of the transactions contemplated by this Agreement, except to the extent of liabilities specifically assumed by Buyer pursuant to the Liabilities Undertaking; and (iivi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b9.1(b).

Obligation to Indemnify. (a) On Subject to the terms and subject to the limitations set forth hereinhereof, Investor Buyer hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless the Company Seller and its affiliatesParent from, membersagainst, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and againstin respect of, and shall on demand reimburse the Company Indemnified Parties for: (i) any Seller and Parent for all loss, liability, damage claim, damage, deficiency, injury and all costs and expenses (including all attorney fees and other defense costs) (collectively "Losses") suffered by Seller or deficiency suffered Parent or incurred by the Company Indemnified Parties by reason in respect of (i) any misrepresentation or breach of representation or warranty by Investor Buyers in this Agreement, provided Buyer receives a Claim Notice (as hereinafter defined) within any survival period applicable thereto, or (ii) any nonfulfillment of any covenant or agreement to be performed or complied with by Investor Buyers under this Agreement or in any agreement, certificate, document document, or instrument executed by Investor any of Buyers and delivered to the Company Seller pursuant to or in connection with this Agreement; and Agreement (iiother than the JSA and LMA), or (iii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a)Buyer Liabilities. (b) On Subject to the terms and subject to the limitations set forth hereinhereof, the Company Seller hereby assumes and agrees to save, indemnify indemnify, and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") Buyers from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: Buyers for all Losses suffered or incurred by Buyers in respect of (i) any and all loss, liability, damage misrepresentation or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentation, breach of representation or warranty by Seller in this Agreement provided Seller receives a Claim Notice (as hereinafter defined) within any survival period applicable thereto, or (ii) any nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty Seller or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) Parent under this Agreement or any agreement, certificate, document document, or instrument executed by any Company Seller or Parent and delivered to Investor any of Buyers pursuant to or in connection with this Agreement; and Agreement (iiother than the JSA and the LMA), or (iii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident Excluded Liability; provided that no indemnification shall be available with respect to any of Losses or Seller's breaches to the foregoing extent caused by Buyer or incurred its affiliates in investigating or attempting to avoid connection with their actions under the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)LMA.

Obligation to Indemnify. (a) On the terms The Company shall indemnify and subject hold harmless, to the limitations set forth hereinfullest extent permitted by law, Investor hereby assumes the Holder, its Affiliates, and agrees to savetheir respective directors, indemnifyofficers, defend and hold harmless the Company and its affiliatesemployees, partners, members, managers, officersshareholders, employees and other agents controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), accountants, attorneys, agents, and representatives (collectively the "Company each, a “Holder Indemnified Parties") Party”), from and againstagainst any and all losses, claims, damages, liabilities, judgments, actions, costs (including reasonable attorneys’ fees and disbursements), and shall on demand reimburse the Company Indemnified Parties forexpenses (collectively, “Losses”), as incurred, that arise out of or are based upon: (i) any and all lossuntrue statement or alleged untrue statement of a material fact contained in (A) any Registration Statement, liabilityProspectus, damage or deficiency suffered preliminary Prospectus, or incurred any amendment or supplement thereto; (B) any free writing prospectus (as defined in Rule 405) prepared by or on behalf of the Company or used or referred to by the Company Indemnified Parties Company; or (C) any document incorporated by reason reference in any of the foregoing; or any misrepresentation omission or breach of warranty by Investor or nonfulfillment of any covenant or agreement alleged omission to state therein a material fact required to be performed stated therein or complied with by Investor necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus or free writing prospectus, in light of the circumstances under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; andwhich they were made) not misleading; (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, violation or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with alleged violation by the Company of: (A) the Securities Act, the Exchange Act, any other than law, including any misrepresentationstate or foreign securities law, breach or any rule or regulation thereunder relating to the offer or sale of warranty the Registrable Securities pursuant to a Registration Statement; or nonfulfillment (B) any applicable listing requirement of the NYSE or any covenant other securities exchange or trading market on which the Class A Ordinary Shares are listed or quoted; or (iii) any failure by the Company to fulfill or comply with any undertaking or agreement arising solely from the act or omission of Investorcontained in: (A) or any of its members (other than Investor) under this Agreement or any underwriting agreement, certificatesecurities sales agreement, document or instrument executed by any Company and delivered to Investor pursuant to or similar agreement entered into in connection with an offering of Registrable Securities; or (B) this AgreementExhibit D; and (ii) any and all actionsexcept to the extent that such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, suitsProspectus, proceedingspreliminary Prospectus, claimsfree writing prospectus, demandsamendment, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereofsupplement, or document incorporated by reference in enforcing any of reliance upon and in conformity with the obligations under this Section 5.1(b)Holder Information.

Obligation to Indemnify. (a) On the terms and subject to the limitations set forth hereinCONTRACTOR shall, Investor hereby assumes and agrees to saveupon demand, indemnify, defend and hold harmless the Company CITY, its affiliates and its affiliatestheir officers, members, managers, officersdirectors, employees and other agents, its affiliates and their officers, directors, employees and agents and representatives (collectively collectively, the "Company Indemnified Parties") from and against, and shall on demand reimburse the Company Indemnified Parties for: (i) any and all lossdamages, liabilityfines, damage penalties, deficiencies, losses and expenses (including without limitation interest, court costs, reasonable fees of attorneys, accountants and other experts or deficiency suffered other reasonable expenses of litigation or incurred by the Company Indemnified Parties by reason other proceedings or of any misrepresentation claim, default or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, assessment including, without limitation, reasonable attorneys' feesthose related to seeking indemnification under this Section) (collectively, incident to "Losses") suffered, incurred or sustained by any of the foregoing or incurred in investigating or attempting to avoid the same Indemnified Parties or to oppose the imposition thereof, or in enforcing which any of the Indemnified Patties become subject, resulting from, arising out of or relating to: a. CONTRACTOR'S breach of any covenant, agreement, representation or warranty contained in this Agreement; any claim by any third party that any intellectual prope1ty provided by CONTRACTOR in performing any services is libelous, infringes any copyright, including common law copyright, or interest in literary property, or patent, trademark or service mark, or violates any right of privacy or right of publicity, or constitutes unfair competition or misappropriation, or is otherwise unlawful or in violation of any third party rights; and any act or omission of CONTRACTOR in any way related to this Agreement; and claim for property damage or personal injury, including death, arising out of or relating to CONTRACTOR's performance under this Agreement. b. CONTRACTOR'S obligations under this Section 5.1(b)section do not apply to those damages, fines, penalties, deficiencies, losses and expenses resulting from, arising out of, or related to the CITY's negligence or wrongful acts or omission.

Obligation to Indemnify. (a) On the terms Sellers jointly and subject severally agree to the limitations set forth herein, Investor hereby assumes and agrees to save, indemnify, defend and hold harmless the Company Buyer (and its affiliates, members, managersdirectors, officers, employees employees, Representatives, stockholders and other agents and representatives (collectively the "Company Indemnified Parties"assigns) from and against, and shall on demand reimburse the Company Indemnified Parties for: against all Losses resulting from or arising out of (i) any and all loss, liability, damage inaccuracy in or deficiency suffered or incurred by the Company Indemnified Parties by reason any breach of any misrepresentation or breach of warranty by Investor or nonfulfillment of any representation, warranty, covenant or agreement to be performed or complied with by Investor under this Agreement or of any Seller contained in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement, other than the representations set forth in Section 3.32(b) and Section 3.33; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expensesobligations arising from the conduct of the Business prior to the Closing which were not expressly assumed by Buyer, including reasonable attorneys' feeswithout limitation, incident Losses sustained as a result of any claim by any employee of Sellers based upon any employment contract, salary or bonus arrangement, fringe benefit, or other employment policy to which any Seller is a party or by which it is bound; (iii) any Excluded Liability; (iv) except in compliance with applicable Environmental Laws and any licenses or permits related thereto, the generation, use, treatment, storage, transfer, disposal, Release or threatened Release in, at, under, from, to or into, or on the Owned Properties or the Leased Properties of toxic or hazardous substances during the ownership or occupancy thereof by any of the Sellers; or (v) any Losses arising our of or resulting from the failure of EMS/Rosa ▇▇ prepare or maintain corporate minutes and other records of corporate actions. Notwithstanding the foregoing, or incurred in investigating or attempting (Y) Sellers shall not have any liability under clause (i) of this Section 8.1(a) unless the aggregate of all Losses relating thereto exceeds, on a cumulative basis, One Hundred Fifty Thousand Dollars ($150,000) (the "Basket"), and then only to avoid the same or to oppose the imposition thereofextent of such excess, or in enforcing any of the obligations and (Z) Sellers' aggregate liability under this Section 5.1(a8.1(a)., and for reimbursement of Buyer's costs in (b) On the terms In addition to Sellers' indemnification obligations under Section 8.1(a), Sellers jointly and subject severally agree to the limitations set forth hereinindemnify, the Company hereby assumes and agrees to save, indemnify defend and hold harmless Investor Buyer (and its affiliates, directors, officers, employees, Representatives, stockholders and assigns) from and against all Losses resulting from or arising out of Losses pertaining to product and warranty liability, and Losses resulting from or arising out of any failure by Sellers to provide or make available to their former employees continuation insurance coverage as required by COBRA, subject to the following: (i) Sellers' indemnification obligations with respect to product liability shall include all obligations and other agents liabilities of whatever kind, nature or description relating, directly or indirectly, to product liability, litigation or claims against Buyer in connection with, arising out of, or relating to products manufactured prior to the Closing and representatives sold or shipped from the Facilities prior to or following the Closing by Buyer or any Seller, provided, however, that Sellers shall have no liability under this clause (collectivelyi) with respect to any third-party claim that is first asserted more than two (2) years following the Closing Date; and, provided further, that Sellers' aggregate liability with respect to product liability shall in no event exceed $1,000,000 during any consecutive twelve month period; and (ii) Sellers shall have no liability with respect to product warranty costs except to the extent such costs exceed, in the aggregate, the "Investor Indemnified Parties") from, against amount of reserves therefor on the Final Closing Balance Sheet and amounts received by Buyer from third parties in respect ofof product warranty costs and obligations, and shall on demand reimburse Investor Indemnified Parties for:only then up to an amount equal to the excess of $300,000 over such reserves. (c) Buyer agrees to indemnify, defend and hold harmless Sellers (and their respective directors, officers, managers, employees, Representatives, stockholders and assigns) from and against all Losses resulting from or arising out of (i) any and all loss, liability, damage inaccuracy in or deficiency suffered or incurred by the Investor Indemnified Parties or by reason any breach of any misrepresentationrepresentation, breach of warranty or nonfulfillment of any warranty, covenant or agreement of Buyer contained in this Agreement; (ii) obligations arising from the conduct of the Business subsequent to be performed the Closing; (iii) from and after the Closing, any Assumed Liability; or complied (iv) except (A) in compliance with by applicable Environmental Laws and any licenses or permits related thereto, or (B) to the Company (extent resulting from Environmental Conditions existing prior to Closing, the generation, use, treatment, storage, transfer, disposal, release or the related release in, at, under, from, to or into, or on the Owned Properties or the Leased Properties other than any misrepresentationthose which are Excluded Assets, breach of warranty toxic or nonfulfillment of any covenant or agreement arising solely from hazardous substances during the act or omission of Investor) occupancy thereof by Buyer or any of its members Buyer's affiliates. Notwithstanding the foregoing, Buyer shall not have any liability under clause (other than Investori) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b8.1(c) unless the aggregate of all Losses relating thereto exceeds, on a cumulative basis, One Hundred and Fifty Thousand Dollars ($150,000), and then only to the extent of such excess.

Obligation to Indemnify. (a) On the terms and subject to the limitations set forth herein, Investor Buyer hereby assumes and agrees agree to save, indemnify, defend indemnify and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") Seller from and against, and shall on demand reimburse the Company Indemnified Parties Seller for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties Seller by reason of any misrepresentation or breach of warranty by Investor Buyer or nonfulfillment of any covenant or agreement to be performed or complied with by Investor Buyer under this Agreement or in any agreement, certificate, document or instrument executed by Investor Buyer and delivered to the Company Seller pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing, or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a9.1(a). (b) On the terms Seller and subject to the limitations set forth herein, the Company Principals hereby assumes jointly and agrees severally assume and agree to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") Buyer from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties Buyer for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or Buyer by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) Seller under this Agreement or any agreement, certificate, document or instrument executed by any Company Seller and delivered to Investor Buyer pursuant to or in connection with this Agreement; (ii) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer in respect of or in connection with any and all debts, liabilities and obligations of, and any and all violation of laws, rules, regulations, codes or orders by Seller, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the Closing Date, whether or not then known, due or payable, except to the extent specifically assumed by Buyer under the terms of this Agreement; (iii) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer based on or arising out of the infringement or alleged infringement of any proprietary rights of any third party arising out of the Business or the Purchased Assets; (iv) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer based on or arising out of any defective or allegedly defective product or service warranty and/or third party liability claims (whether alleged in contract, tort, strict liability or otherwise), which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the Closing Date, including, without limitation, any products manufactured, assembled, sold or distributed by Seller or its predecessors in interest at any time; (v) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer based on or arising from (A) the presence of any Hazardous Substance on or about any premises occupied by Seller or any hazardous discharge on or prior to the Closing Date, and/or any environmental complaint, and/or the failure to obtain any license or permit required in connection with any Hazardous Substance or hazardous discharge or the retention, disposal, treatment or use thereof, and/or arising out of any noncompliance with any environmental, health or safety law, ordinance, rule or regulation (each, an "Environmental Requirement"), in each case, based on or arising from any act, transaction, state of facts or other condition which occurred or existed on or before the Closing Date, whether or not then known, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any hazardous discharge, the presence, use, disposal or treatment of a Hazardous Substance, or noncompliance with any Environmental Requirement, on or prior to the Closing Date, and/or (C) any environmental complaint and/or any demand of any government agency or authority prior to, on or after the Closing Date which is based upon or in any way related to any hazardous discharge, the presence, use, disposal or treatment of a Hazardous Substance, and/or noncompliance with any Environmental Requirement on or prior to the Closing Date, and including, without limitation and in each such case under this clause (v), the reasonable costs and expenses of all remedial action and clean-up, attorney and consultant fees, investigation, sampling and laboratory fees, court costs and litigation expense and costs arising out of emergency or temporary assistance or action undertaken by or as required by any duly authorized regulatory body in connection with any of the foregoing; (vi) any and all taxes, including, without limitation, income, franchise, property, sales, use, added value, employees' income withholding and social security taxes, and all assessments or governmental charges imposed by the United States or by any foreign country or by any state, municipality, subdivision or instrumentality of the United States or of any foreign country, or by any other taxing authority, which are due or payable by Seller in connection with or arising out of the operation of Seller's business on or prior to the Closing Date of this transaction and all interest and penalties thereon; (vii) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer by reason of any claims of or entitlements to severance pay, termination pay and/or other benefits arising or accruing or claimed to arise or accrue with respect to any employee of Seller, whether by reason of or in connection with any of the transactions contemplated by this Agreement or otherwise to the extent based on any employment of such employee by Seller; and (iiviii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or reasonably incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b9.1(b).

Obligation to Indemnify. (a) On Following the terms and subject to the limitations set forth hereinClosing, Investor Buyer hereby assumes and agrees to save, indemnify, defend indemnify and hold harmless the Company and its affiliates, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") Shareholder from and against, and shall on demand reimburse the Company Indemnified Parties Shareholder for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties Shareholder by reason of any misrepresentation or breach of warranty by Investor Buyer or nonfulfillment of any covenant or agreement to be performed or complied with by Investor Subsidiary or Buyer under this Agreement or in any agreement, certificate, document or instrument executed by Investor Subsidiary or Buyer and delivered to the Company Selling Parties pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including including, without limitation, reasonable attorneys' fees, incident to any of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a8.1(a). (b) On Company (but only in the terms event the Closing shall not occur under this Agreement) and subject to Shareholder (jointly and severally with Company if the limitations set forth herein, Closing shall not occur or individually if the Company hereby assumes and Closing shall occur) agrees to save, indemnify and hold harmless Investor Subsidiary, Company and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") Buyer from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties Subsidiary, Company and Buyer for: (i) any and all loss, liability, damage or deficiency suffered or incurred by the Investor Indemnified Parties or any of any of Subsidiary, Company and/or Buyer by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) the Selling Parties under this Agreement or any agreement, certificate, document or instrument executed by any Company of the Selling Parties and delivered to Investor Subsidiary or Buyer pursuant to or in connection with this Agreement; and; (ii) any and all loss, liability or damage suffered or incurred by any of Subsidiary, Company and/or Buyer in respect of or in connection with any and all debts, liabilities and obligations of, and any and all violations of laws, rules, regulations, codes or orders by, Company, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the Closing Date, whether or not then known, due or payable, except for those liabilities specifically included in the Closing Working Capital; (iii) any and all loss, liability, damage, cost or expense suffered or incurred by Buyer based on or arising out of any defective or allegedly defective product or service warranty and/or third party liability claims (whether alleged in contract, tort, strict liability or otherwise), which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the Closing Date, including, without limitation, any products manufactured, assembled, sold or distributed by Company or its predecessors in interest at any time; (iv) any and all loss, liability, damage, cost or expense suffered or incurred by any of Subsidiary, Company and/or Buyer based on or arising from (A) the presence of any Hazardous Substance on the Facility or the Former Properties or any Hazardous Discharge on or prior to the Closing Date by, on or from or involving Company or the Facility or the Former Properties, and/or any Environmental Complaint against Company or the Facility or the Former Properties, and/or the failure to obtain any license or permit required in connection with any Hazardous Substance or Hazardous Discharge on or from or involving Company or the Facility or the Former Properties, or the retention, disposal, treatment or use thereof, and/or arising out of any noncompliance with any environmental, health or safety law, ordinance, rule or regulation (each, an "Environmental Requirement"), in each case, based on or arising from any act, transaction, state of facts or other condition which occurred or existed on or before the Closing Date at or on the Facility or the Former Properties, whether or not then known, or (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Discharge, any such presence, use, disposal or treatment of a Hazardous Substance, or any such noncompliance with any Environmental Requirement, on or prior to the Closing Date, and/or any Environmental Complaint and/or any demand of any government agency or authority prior to, on or after the Closing Date, which is based upon or in any way related to any Hazardous Discharge, the presence, use, disposal or treatment of a Hazardous Substance, and/or noncompliance with any Environmental Requirement on or prior to the Closing Date, on or from, by or involving Company or the Facility or the Former Properties, and including, without limitation and in each such case under this clause (iii), the reasonable costs and expenses of all remedial action and clean-up, attorney and consultant fees, investigation, sampling and laboratory fees, court costs and litigation expense and costs arising out of emergency or temporary assistance or action undertaken by or as required by any regulatory body in connection with any of the foregoing; (v) any and all Taxes which are due or payable by Company, or arise out of the operation of Company's business on or prior to the Closing Date, except for the amount of Taxes which are specifically reflected in the Closing Working Capital; (vi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b8.1(b). (c) Without limiting any party's rights under this Article 8, if any legal action or court or arbitration proceeding (or threat thereof) shall be commenced (or threatened) by a third party against a party (an "Indemnitee") entitled to indemnification in respect thereof under this Article 8 (a "Covered Proceeding"), the Indemnitee shall give the indemnifying party prompt written notice of such Covered Proceeding and copies of all pleadings filed relating thereto within ten (10) days after the Indemnitee's receipt thereof. The Indemnitee also agrees to provide the Indemnitor five (5) days prior notice of the payment or settlement by Indemnitee of any indemnifiable claim. Notwithstanding the foregoing, failure by an Indemnitee to provide an indemnifying party any such notice shall not affect indemnifying party's obligations under Article 8 hereof.

Obligation to Indemnify. (a) On the terms Subject to Section 8.1(c), Sellers, jointly and subject severally, agree to the limitations set forth herein, Investor hereby assumes and agrees to save, indemnify, defend and hold harmless Buyer, the Company Company, and its affiliates, members, managerstheir respective directors, officers, employees stockholders, employees, representatives, agents, Affiliates, successors and other agents assigns (each a “Buyer Indemnified Party” and representatives (collectively collectively, the "Company “Buyer Indemnified Parties"”) from and against, and shall will pay to the Buyer Indemnified Parties the amount of, all Losses resulting from or arising out of or in connection with the following (collectively, the “Buyer Indemnification Events”): (i) any inaccuracy in or any breach of any representation or warranty, made by Sellers in this Agreement (including the Disclosure Schedules), the Transaction Documents or any other certificate or document delivered by Sellers pursuant to this Agreement; (ii) any failure to perform or comply with any covenant or obligation of Sellers contained in this Agreement or any of the other Transaction Documents; (iii) any matter described on demand reimburse Exhibit E attached hereto; (iv) any services provided by, or any product shipped or manufactured by or on behalf of, the Company prior to the Closing Date; or (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either of Sellers or with the Company (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement. (b) Buyer agrees to indemnify, defend and hold harmless each of Sellers and their respective representatives, heirs, successors and assigns (each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) from and against, and will pay to the Seller Indemnified Parties forthe amount of, all Losses resulting from or arising out of or in connection with the following (collectively, the “Seller Indemnification Events”): (i) any inaccuracy in or any breach of any representation or warranty made by Buyer in this Agreement, the Transaction Documents, or in any certificate delivered by Buyer pursuant to this Agreement (ii) any failure to perform or comply with any covenant or obligation of Buyer contained in this Agreement or in any of the Transaction Documents; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by the Agreement. (c) Sellers’ aggregate liability (for indemnification or otherwise) with respect to Losses resulting from, arising out of, or relating to this Agreement shall be limited to $6,500,000. In addition, and notwithstanding anything to the contrary contained in this Agreement, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 8.1(a)(i) or (iv), or, to the extent relating to any failure to perform or comply prior to the Closing Date, Section 8.1(a)(ii) unless: (i) any and all lossthe Losses with respect to the matter giving rise to a claim are greater than Ten Thousand Dollars ($10,000) to the extent such Losses arise or result from different causes of action (“Small Claims”), liability, damage or deficiency suffered or incurred by provided that the Company Buyer Indemnified Parties by reason may make a claim for indemnification for different Small Claims which arise or result from the same cause of any misrepresentation action, if such related Losses together exceed One Hundred Thousand Dollars ($100,000) or breach at such time that the aggregate of warranty by Investor all Small Claims, whether or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or not related, exceed One Hundred Thousand Dollars ($100,000), subject in any agreementall cases, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with other limitations of this AgreementSection 8.1(c); and (ii) the total of all Losses with respect to such matters exceeds an amount equal to Four Hundred Thousand Dollars ($400,000) (the “Deductible”), and then only for the amount by which such Losses exceed such Deductible. In addition, the amount of any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including Losses shall be reduced by any amount finally received by a Buyer Indemnified Party under any insurance coverage. Buyer Indemnified Party shall use reasonable attorneys' fees, incident efforts to collect any of amounts available under insurance coverage. Notwithstanding the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing Losses may include any of the obligations under this Section 5.1(a). (b) On the terms and subject adverse effect to the limitations set forth herein, Buyer Indemnified Party’s insurance policy to the Company hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, extent the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage or deficiency suffered or incurred by adverse effect is the Investor Indemnified Parties or by reason result of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by paying the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expensesclaim for Losses, including, without limitation, reasonable attorneys' fees, incident the cost of higher premiums or the cost of cancellation of such insurance policy and the increased cost for any replacement policy. The limitations of this Section 8.1(c) will not apply to any breach or inaccuracy of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of Sellers’ representations and warranties of which either Seller had Knowledge at any time prior to the obligations date on which such representation and warranty is made or any intentional failure by either Seller to perform any covenant or obligation required to be performed under this Section 5.1(b)Agreement or the Transaction Documents, and Sellers will be jointly and severally liable for all Losses with respect to such breaches, inaccuracies and failures to perform.

Obligation to Indemnify. Borrower agrees to indemnify and hold harmless Administrative Agent, Documentation Agent, each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (aeach, an Indemnified Party) On from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the terms and subject Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the limitations set forth hereinextent such claim, Investor damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby assumes are consummated. Borrower agrees not to assert any claim against Administrative Agent, Documentation Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and agrees advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to savethe Loan Documents, indemnifyany of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Borrower shall pay, defend indemnify and hold harmless the Company and its affiliatesIndemnified Parties for, members, managers, officers, employees and other agents and representatives (collectively the "Company Indemnified Parties") from and against, and shall on demand promptly reimburse the Company Indemnified Parties for: (i) , any and all loss, liability, damage or deficiency suffered or incurred by the Company Indemnified Parties by reason of any misrepresentation or breach of warranty by Investor or nonfulfillment of any covenant or agreement to be performed or complied with by Investor under this Agreement or in any agreement, certificate, document or instrument executed by Investor and delivered to the Company pursuant to or in connection with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demandsdamages, assessmentsliabilities, judgmentslosses, costs and expenses, expenses (including reasonable attorneys' feesfees and expenses and amounts paid in settlement) incurred, incident to any paid or sustained by the Indemnified Parties, arising out of the foregoing, or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(a). (b) On the terms and subject relating to the limitations set forth herein, the Company hereby assumes and agrees to save, indemnify and hold harmless Investor and its affiliates, directors, officers, employees and other agents and representatives (collectively, the "Investor Indemnified Parties") from, against and in respect of, and shall on demand reimburse Investor Indemnified Parties for: (i) any and all loss, liability, damage Acquisition Documents or deficiency suffered enforcement by Administrative Agent or incurred by the Investor Indemnified Parties or by reason Documentation Agent of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by the Company (other than any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement arising solely from the act or omission of Investor) or any of its members (other than Investor) under this Agreement or any agreement, certificate, document or instrument executed by any Company and delivered to Investor pursuant to or in connection rights with this Agreement; and (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing any of the obligations under this Section 5.1(b)respect thereto.