Common use of Post-Closing Indemnity Clause in Contracts

Post-Closing Indemnity. (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers in this Agreement or any Collateral Agreement; (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, or (ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement.

Post-Closing Indemnity. (a) Subject to the provisions of this Article VIIISection 9.1, from and after the Closing, Seller Parties shall, jointly and severally, the Owners shall severally (in accordance with each Owner’s Proportionate Share) indemnify and hold harmless Buyer Parent and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managersAffiliates, directors, officers, employees, agents, representatives, advisors, successors officers and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) employees from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), inaccuracy in, or inaccuracy the failure to perform or misrepresentation insatisfy any of, any of the representations or warranties representations, warranties, covenants and agreements made by Sellers the Company in this Agreement (it being agreed that, for purposes of this Section 7.3 and Section 9.1, all qualifications and exceptions relating to materiality, Material Adverse Effect or any Collateral Agreement; words of similar import (iibut not specific dollar thresholds) shall be disregarded). Any payment made to Parent pursuant to the indemnification obligations under this Section 7.3 shall constitute a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account reduction in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligibleMerger Consideration paid hereunder. (b) Subject to the provisions of this Article VIISection 9.1, from and after the Closing, Buyer each Owner shall indemnify and hold harmless Parent from and against any and all Damages arising out of, resulting from, or in any way related to a breach of, inaccuracy in, or failure to perform or satisfy any of the Sellers representations, warranties, covenants and agreements made by such Owner (but no other Owner) in this Agreement. (c) Subject to Section 9.1, from and after the Closing, Parent shall indemnify and hold harmless each Owner and its Affiliates, directors, officers and employees from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, or the failure to perform or satisfy any of of, the representations or warranties representations, warranties, covenants and agreements made by Buyer Parent in this Agreement (it being agreed that, for purposes of this Section 7.3 and Section 9.1, all qualifications and exceptions relating to materiality, material adverse effect or any Collateral Agreement, orwords of similar import (but not specific dollar thresholds) shall be disregarded). (iid) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement or any Collateral AgreementTHE RIGHTS OF INDEMNITY PROVIDED IN THIS SECTION 7.3 AND IN SECTION 8.2 AND SECTION 9.3 ARE THE PARTIES’ SOLE AND EXCLUSIVE REMEDY AFTER THE EFFECTIVE TIME RELATING IN ANY WAY TO BREACHES OF REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.

Post-Closing Indemnity. (a) Subject to the provisions of this Article VIIIthe Escrow Agreement and Section 9.1 hereof, from and after the Closing, Seller Parties shall, jointly the holders of Buyer Stock Options and severally, the stockholders of the Company immediately prior to the Effective Time (collectively the "SELLERS") shall severally indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managersAffiliates, directors, officers, employees, agents, representatives, advisors, successors officers and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) employees from and against any and all Damages incurred or suffered arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy the failure to perform or misrepresentation insatisfy, any of the representations or warranties representations, warranties, covenants and agreements made by Sellers the Company in this Agreement or any Collateral Agreement; , and/or (ii) a breach or default the contingent and other liabilities described in performance by any Seller or part II of Schedule 3.8(b), but only to the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of extent that the Company that is not retired at Closing or otherwise taken into account Surviving Corporation and/or Buyer incurs liabilities greater than the reserve therefor reflected on the December 31, 1999 Balance Sheet included in the calculation of the Closing Cash Payment 1999 Financials (as hereinafter defined). Any payment made to Buyer pursuant to the indemnification obligations under this Section 2.2; (iv7.3(a) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) shall constitute a reduction in the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligiblePurchase Price hereunder. (b) Subject Each Shareholder severally agrees to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers Buyer and its Affiliates, directors, officers and employees from and against any and all Damages incurred or suffered arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy inthe failure to perform or satisfy, any of the representations or warranties representations, warranties, covenants and agreements made by Buyer such Shareholder in this Agreement Agreement. (c) Following receipt of the audited financials for the Company as of and for the year ended December 31, 1999 (the "1999 FINANCIALS"), which shall be prepared in accordance with GAAP and certified by Xxxxxx Xxxxxxxx LLP, there shall be released to Buyer some or any Collateral all of the Escrow Account (as defined in the Escrow Agreement) having a Fair Market Value (as defined in the Escrow Agreement) equal to the sum of (i) the excess, or if any, of $60,525,749 over the 1999 net revenues of the Company reflected in the 1999 Financials, PLUS (ii) a breach or default if positive, the product of (A) five (5) MULTIPLIED BY (B) the excess, if any, of $8,703,758 over the Company's stockholders' equity (computed in performance by Buyer of any covenant or agreement of Buyer contained accordance with GAAP) reflected in this Agreement or any Collateral Agreementthe 1999 Financials.

Post-Closing Indemnity. (a) Subject to the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Seller Parties shall, jointly and severally, the Sellers shall severally (in accordance with each Seller's Proportionate Share) indemnify and hold harmless Buyer Buyer, its successors and its Affiliates (including, after the Closing, the Company, but excluding Sellers)assigns, and each of their respective managersaffiliates, directors, officers, employees, agents, representativesrepresentatives and employees and each other Person, advisorsif any, successors and assigns controlling such person (each, each a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified PartiesPerson”) from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers the Company in this Agreement or any Collateral Agreement; (except the representations and warranties set forth in Article VIII), (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or the Company contained in this Agreement or any Collateral Agreement; (other than covenants of the Company to be performed subsequent to Closing), (iii) the allocation of the Purchase Price among the Sellers, (iv) the matter identified on Schedule 3.11 hereto (the “Starr Matter”), and/or (v) any Funded Obligation violations of fiduciary care or loyalty to the Company or any such Subsidiary by any of the directors and officers of the Company and the Subsidiaries immediately prior to Closing, as determined by the judgment or decree of a court of competent jurisdiction that is not retired at Closing or otherwise taken into account has become final. Any payment made to Buyer by the Sellers pursuant to the indemnification obligations under this Section 7.3 shall constitute a reduction in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligiblePurchase Price hereunder. (b) Subject to the other provisions of this Article VIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, each Seller shall indemnify and hold harmless Buyer from and against any and all Damages arising out of or resulting from (i) a breach of, or inaccuracy in, any of the representations or warranties made by such Seller in Sections 3.25 through 3.28, and/or (ii) a breach or default in performance by such Seller of any covenant or agreement of such Seller contained in this Agreement. (c) Subject to the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, or (ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement, (iii) a breach or default in performance of any covenant or agreement of the Company contained in this Agreement or to be performed subsequent to Closing, and/or (iv) any Collateral AgreementBuyer waiver of any condition set forth in Section 6.2 hereof.

Post-Closing Indemnity. (a) Subject to the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Seller Parties shallthe Stockholders, jointly severally and severallynot jointly, by virtue of the Merger and, as applicable, pursuant to the Stockholder Support Agreements, shall indemnify and hold harmless Buyer and its Affiliates (includingParent, after the Closing, the Company, but excluding Sellers)Parent’s Affiliates, and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Parent Indemnified Party” and and, collectively, the “Buyer Parent Indemnified Parties”) from and against any and all Damages incurred arising out of, of or resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers in this Agreement or any Collateral Agreement; (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer Holding or Representative in Article III of this Agreement (it being agreed and acknowledged by the parties that for purposes of determining any breach, or the Damages relating to any Collateral Agreementbreach, or of any such representation or warranty of Holding or Representative, such representations and warranties of Holding or Representative shall be deemed not qualified by any references therein to materiality or Material Adverse Effect), (ii) a breach or default in performance by Buyer Holding or Representative of any covenant or agreement of Buyer Holding or Representative contained in this Agreement or any Collateral Agreement, (iii) any Seller Transaction Expenses or any Indebtedness of the Entities to the extent not taken into account to reduce the Merger Consideration as finally determined pursuant to Section 2.7; (iv) any claim in respect of Dissenting Shares and payments in excess of the applicable portion of the Merger Consideration as determined under this Agreement that the holder(s) of any Dissenting Shares would have received in the Merger for such Dissenting Shares had such Dissenting Shares been converted pursuant to Section 1.6, and all interest, costs, expenses and fees incurred by Parent, Holding and the Surviving Corporation in connection with the exercise or attempted exercise of any dissenters’ or appraisal rights; (v) any claims made by any Stockholder of the type that would have been released pursuant to the Stockholder Support Agreement had such Stockholder executed such an agreement; and (vi) any claims made for additional amounts owed by the Company in connection with the termination of the Contract set forth on Schedule 3.15(c). (b) Subject to the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Surviving Corporation shall indemnify and hold harmless the Stockholders, Stockholders’ Affiliates, and their respective directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Stockholder Indemnified Party” and, collectively, the “Stockholder Indemnified Parties”) from and against any and all Damages incurred or to be incurred arising out of or resulting from or relating to (i) a breach of, or inaccuracy in, any of the representations or warranties made by Parent in Article IV of this Agreement (it being agreed and acknowledged by the parties that solely for purposes of determining the Damages relating to any breach of any such representation or warranty of Parent, such representations and warranties of Parent shall be deemed not qualified by any references therein to materiality), and (ii) a breach or default in performance by Parent or MergerSub of any covenant or agreement of Parent or MergerSub contained in this Agreement or any Collateral Agreement. (c) By execution of a Stockholder Support Agreement, each Stockholder shall severally and not jointly indemnify and hold harmless each Parent Indemnified Party from and against, and each Stockholder waives any claim for contribution or indemnity from any Parent Indemnified Parties (including the Surviving Corporation) with respect to any Damages incurred or to be incurred by any of the Parent Indemnified Parties, arising out of or resulting from or relating to (i) a breach of, or inaccuracy in, any of the representations or warranties made by such Stockholder in such Stockholder Support Agreement, it being agreed and acknowledged with respect to this Section 7.3(c) that each Stockholder is providing indemnity only with respect to breaches of representations and warranties made by such Stockholder in the Stockholder Support Agreement to which he, she or it is a party and (ii) any breach or default in performance by such Stockholder of any covenant or agreement of such Stockholder contained in such Stockholder Support Agreement to which it is a party, it being agreed and acknowledged with respect to this Section 7.3(c) that each Stockholder is providing indemnity only with respect to breaches of covenants or agreements made by such Stockholder in the Stockholder Support Agreement to which he, she or it is a party. (d) Any payment pursuant to the provisions of this Section 7.3 shall be treated as an adjustment to the Merger Consideration for Tax purposes, unless otherwise required by applicable Legal Requirements.

Post-Closing Indemnity. (a) Subject to the provisions of this Article VIIISection 10, from and after the Closing, Seller Parties (i) the Sellers shall, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) Purchaser from and against any claim, liability, loss, cost, damage or expense (including, without limitation, court costs and all Damages reasonable attorneys' fees) (collectively, "Loss") arising out of, resulting from or in any way related to the following: breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Company in this Agreement, provided that Sellers shall not have any liability under this clause (i) a with respect to the breach of any representation set forth in subsections (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any g) through (k) and subsections (m) through (v) of Section 3 to the extent that none of the representations Sellers had actual knowledge of the fact, matter or warranties made by Sellers event that gives rise to or results in this Agreement or any Collateral Agreement; such breach, and (ii) a breach or default in performance by any each Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is shall, severally and not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VIIjointly, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers Purchaser from and against any and all Damages Loss arising out of, resulting from or in any way related to the followingbreach of, or the failure to perform or satisfy any of, the representations, warranties or covenants made by such Seller in this Agreement. Subject to the provisions of Section 10, from and after the Closing, the Purchaser shall indemnify and hold harmless the Sellers from and against any claim, liability, loss, cost, damage or expense (including, without limitation, court costs and reasonable attorneys' fees) arising out of, resulting from or in any way related to a breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Purchaser in this Agreement. (b) All claims for indemnification under Section 9(a) of this Agreement shall be asserted and resolved as follows: (i) A party claiming indemnification under this Agreement (an "Indemnified Party") shall promptly (i) notify the party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim or claims asserted against the Indemnified Party ("Third Party Claim") which could give rise to a breach of, or inaccuracy in, any right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice ("Claim Notice") describing in reasonable detail the nature of the representations or warranties made by Buyer in Third Party Claim, a copy of all papers served with respect to such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party's request for indemnification under this Agreement or Agreement. Within 30 days after receipt of any Collateral AgreementClaim Notice (the "Election Period"), orthe Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 9 with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claims. (ii) If the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Section 9 and that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a breach final conclusion or default settled at the discretion of the Indemnifying Party in performance accordance with this Section 9(b)(ii). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof. The Indemnified Party is hereby authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder or if the Indemnifying Party assumes the defense with respect to the Third Party Claim), to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action which is prejudicial and conclusively causes a final adjudication which is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by Buyer the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including, without limitation, the making of any covenant related counterclaim against the person asserting the Third Party Claim or agreement any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of Buyer contained any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9(b) and shall bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9(b)(ii), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9(b)(2) but fails to diligently and promptly prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 9 and if such dispute is resolved in favor of the Indemnifying Party by final, nonappealable order of a court of competent jurisdiction, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 9 or of the Indemnifying Party's participation therein at the Indemnified Party's request and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iv) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 60 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputes such claim, as provided above, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (v) Payments of all amounts owing by the Indemnifying Party pursuant to this Section 9 shall be made within 60 days after the latest of (i) the settlement of the Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement. Payments of all amounts owing by the Indemnifying Party pursuant to Section 9(b)(iv) shall be made within 60 days after the later of (i) the expiration of the 60-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement. (c) In determining the amount of any loss, liability or expense for which any party is entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any correlative tax benefit or insurance proceeds realized or to be realized by such party (or, in the case of the Purchaser, by the Company or any subsidiary of the Purchaser or the Company) and such correlative insurance benefit shall be net of any insurance premium which becomes due as a result of such claim. (d) The representations, warranties and covenants of the Company, the Sellers and the Purchaser set forth in this Agreement shall survive the Closing; provided, however, that (i) the rights of the parties hereto to initiate any action for breach of any representation, warranty or covenant made by the Company, the Sellers or the Purchaser hereunder shall survive only until the close of business on the first anniversary of the Closing Date and (ii) any Collateral Agreementclaim asserted in the manner specified in this Section 9 on or prior to the first anniversary of the Closing Date shall survive until such claim is resolved in the manner set forth in this Section 9.

Post-Closing Indemnity. (a) Subject to the provisions of the Escrow Agreement and the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Seller Parties shall, jointly and severally, the stockholders of Adjoined immediately prior to the Effective Time (the “Sellers”) shall severally (in accordance with each Seller’s Proportionate Share) indemnify and hold harmless Buyer Parent and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) subsidiaries from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers in this Agreement or any Collateral Agreement; (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer Adjoined in this Agreement (disregarding for purposes of this indemnification any “materiality” or any Collateral Agreement“Material Adverse Effect” qualifiers referenced in such representations and warranties), or (ii) a breach or default in performance by Buyer Adjoined of any covenant or agreement of Buyer Adjoined contained in this Agreement (other than covenants or agreements of Adjoined or the Surviving Company to be performed subsequent to Closing), and/or (iii) except to the extent paid on or prior to the Closing Date or to the extent that any accrual, reserve or other liability therefor is reflected in the Company’s Working Capital as of Closing, any Income Taxes of the Company allocable to any taxable period (or portion thereof) ending on or prior to the Closing Date. Any payment made to Parent by the Sellers pursuant to the indemnification obligations under this Section 7.3 shall constitute a reduction in the Merger Price hereunder. Parent and its subsidiaries shall be entitled to rely upon the representations and warranties made by the Owners and Adjoined in this Agreement regardless of any information provided by Adjoined to Parent pursuant to Section 5.4 hereof or any Collateral investigation or audit conducted before the Closing or the decision of Parent to complete the Closing. (b) Subject to the provisions of the Escrow Agreement and the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, each Owner shall indemnify and hold harmless Parent and its subsidiaries from and against any and all Damages arising out of or resulting from (i) a breach of, or inaccuracy in, any of the representations or warranties made by such Owner in this Agreement, and/or (ii) a breach or default in performance by such Owner of any covenant or agreement of such Owner contained in this Agreement. (c) Subject to the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Parent shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of or resulting from (i) a breach of, or inaccuracy in, any of the representations or warranties made by Parent or Merger Sub in this Agreement (disregarding for purposes of this indemnification any “materiality” or “Material Adverse Effect” qualifiers referenced in such representations and warranties), and/or (ii) a breach or default in performance by Parent or Merger Sub of any covenant or agreement of Parent or Merger Sub contained in this Agreement. The Sellers shall be entitled to rely upon the representations and warranties made by Parent and Merger Sub in this Agreement regardless of any information provided by Parent to Adjoined pursuant to Section 5.4 hereof or any investigation or audit conducted before the Closing or the decision of the Owners’ Representative to complete the Closing.

Post-Closing Indemnity. (a) Subject to the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Seller Parties shall, jointly and severally, shall indemnify and hold harmless the Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach or failure to be true and correct of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers the Company and the Seller in this Agreement (except the representations and warranties set forth in Article VIII), or any Collateral Agreement; of the Ancillary Agreements as of the date of this Agreement or as of the Closing Date as if made on the Closing Date (or with respect to representations and warranties made as of a specific date, the failure to be true and correct as of such date), (ii) a breach or default in performance by any Seller the Company or the Company Seller of any covenant or agreement of such the Company or the Seller or Company contained in this Agreement or any Collateral Agreement; (other than (A) covenants of the Company to be performed subsequent to the Closing and (B) covenants of the Seller contained in Section 7.8 hereof), and/or (iii) the items listed on Schedule 7.3(a)(iii) hereto (the “Specified Matters”). Any payment made to the Buyer by the Seller pursuant to the indemnification obligations under this Section 7.3 (including any Funded Obligation of payment received by the Company that is not retired at Closing or otherwise taken into account Buyer under the Representation and Warranty Insurance Policy) shall constitute a reduction in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligiblePurchase Price hereunder. (b) Subject to the other provisions of this Article VIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Buyer shall indemnify and hold harmless the Sellers Seller from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, failure to be true and correct of any of the representations or warranties made by the Buyer in this Agreement or any Collateral Agreementof the Ancillary Agreements as of the date of this Agreement or as of the Closing Date as if made on the Closing Date (or with respect to representations and warranties made as of a specific date, or the failure to be true and correct as of such date), (ii) a breach or default in performance by the Buyer of any covenant or agreement of the Buyer contained in this Agreement, and/or (iii) a breach or default in performance of any covenant or agreement of the Company contained in this Agreement or any Collateral Agreementto be performed subsequent to the Closing.

Post-Closing Indemnity. (a) Subject In addition to the indemnity provided for in Article VIII and subject to the provisions of this Article VIIISections 7.03(e) and 9.02, from and after the Closing, the Seller Parties shall, jointly and severally, shall indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managersAffiliates, directors, officers, employees, agents, representatives, advisors, successors officers and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) employees from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy the failure to perform or misrepresentation insatisfy any of, any of the representations or warranties representations, warranties, covenants and agreements made by Sellers the Seller and/or the Company in this Agreement or in any Collateral Agreement; Agreement delivered by the Seller and/or the Company at the Closing pursuant hereto, and/or (ii) a breach any claim that the Company’s securities were issued or default acquired in performance by any Seller or the Company violation of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement; (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligibleapplicable Securities Laws. (b) Any payment made to Buyer by Seller pursuant to the indemnification obligations under this Section 7.03 or Section 8.02 shall constitute a reduction in the Purchase Price hereunder and shall be paid by Seller to Buyer, first by Seller delivering the original Note to Buyer, and Buyer issuing a replacement Note to Seller with a principal amount equal to the original principal amount, less the amount of such payment. The Note shall bear interest from and after the date of the Note on the adjusted principal amount and not on the original principal amount. In the event that the Note is not sufficient to satisfy any such indemnification obligation of Seller, Seller, in its sole discretion, may satisfy all, or any portion of such shortfall by returning to Buyer all or any portion of the Buyer Stock, which shall, for the purposes of this Section 7.03 be deemed to have a cash value equal to the market value of such Buyer Stock as of the Closing Date. (c) Subject to the provisions of this Article VIISection 7.03(e) and 9.02, from and after the Closing, the Buyer shall indemnify and hold harmless the Sellers Seller and its Affiliates, directors, officers and employees from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy inthe failure to perform or satisfy any of, any of the representations or warranties representations, warranties, covenants and agreements made by the Buyer in this Agreement or in any Collateral Agreement, or (ii) a breach or default in performance Agreement delivered by the Buyer of any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreementat the Closing pursuant hereto.

Post-Closing Indemnity. (a) Subject to the provisions of this Section 7.04, Article VIIIVIII and Section 9.01, from and after the Closing, Seller Parties shall, each of the Sellers shall jointly and severally, severally indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managersAffiliates, directors, officers, employees, agents, representatives, advisors, successors officers and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) employees from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy the failure to perform or misrepresentation insatisfy any of, any of the representations or warranties representations, warranties, covenants and agreements made by the Sellers and/or the Company in this Agreement or in any Collateral Agreement; document or certificate delivered by the Sellers and/or the Company at the Closing pursuant hereto, (ii) a breach or default in performance by any Seller or the Company occurrence of any covenant event on or agreement prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, to the extent that Buyer is not fully reimbursed (including reimbursement for any applicable deductibles and/or premiums paid by the Buyer) under such Seller insurance policies or Company contained programs for the losses sustained in this Agreement or any Collateral Agreement; such event, (iii) the existence of any Funded Obligation liabilities or obligations of the Company that is relating to pre-Closing periods (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not retired at Closing or otherwise taken into account of a nature appropriate for inclusion in the calculation of the Closing Cash Payment pursuant to a balance sheet in accordance with GAAP) other than those contemplated by Section 2.2; 3.08(b) hereof, (iv) any pending claim that the Company's securities were issued or threatened Legal Proceedings disclosed acquired in violation of any applicable federal or required to be disclosed on Schedule 3.6; state securities laws and the rules and regulations promulgated thereunder, and/or (v) fraudulent conduct on the operations part of any of the Company prior Sellers in connection with the entering into of this Agreement. Any payment made to Buyer by Sellers pursuant to the Closing Date; (viindemnification obligations under this Section 7.03(a) shall constitute a reduction in the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligiblePurchase Price hereunder. (b) Subject to the provisions of this Article VIISection 9.01, from and after the Closing, the Buyer shall indemnify and hold harmless the Sellers and their Affiliates from and against any and all Damages arising out of, resulting from or in any way related to the following: (i) a breach of, or inaccuracy inthe failure to perform or satisfy any of, any of the representations or warranties representations, warranties, covenants and agreements made by the Buyer in this Agreement or in any Collateral Agreementdocument or certificate delivered by the Buyer at the Closing pursuant hereto, or (ii) the occurrence of any event after the Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, and/or (iii) the existence of any liabilities or obligations of the Company relating to the business of the Company subsequent to the Closing Date (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a breach or default nature appropriate for inclusion in performance a balance sheet in accordance with GAAP). Any payment made to Seller by Buyer of any covenant or agreement of Buyer pursuant to the indemnification obligations under this Section 7.03(b) shall constitute an increase in the Purchase Price hereunder. (c) Other than with respect to fraud, the indemnification obligations contained in this Agreement Section 7.03 and in Article VIII hereof shall preclude any other claims, rights or remedies which exist at law with respect to the matters covered hereby, but shall not preclude any Collateral Agreementother claims, rights or remedies which may exist in equity.

Post-Closing Indemnity. (a) Subject to the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Seller Parties and the Stockholders shall, jointly and severally, indemnify and hold harmless Buyer Buyer, its successors and its Affiliates (including, after the Closing, the Company, but excluding Sellers)assigns, and each of their respective managersaffiliates, directors, officers, employees, agents, representativesrepresentatives and employees and each other Person, advisorsif any, successors and assigns controlling such person (each, each a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified PartiesPerson”) from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers any Company in this Agreement or any Collateral Agreement; (except the representations and warranties set forth in Article VIII), (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or any Company contained in this Agreement or (other than covenants of any Collateral Agreement; Company to be performed subsequent to Closing), (iii) any Funded Obligation acts or omissions of the Company that is not retired at Closing Companies or otherwise taken into account in their predecessors prior to the calculation of the Closing Cash Payment pursuant to Section 2.2; Closing, (iv) any pending violations or threatened Legal Proceedings disclosed alleged violations of or required claims under any Environmental Laws arising from any activity of the Companies or any of their predecessors prior to be disclosed on Schedule 3.6; the Closing, (v) any violations or alleged violations of or claims under ERISA (including claims by the operations Pension Benefit Guaranty Corporation) or under any other law affecting employee benefits or for any pension or welfare benefits, (vi) the Seller’s ownership or operation of the Company business of the Seller and the Companies prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or , (vii) the Seller’s ownership or operation of Labor Services, Inc. prior to or after the Closing, (viii) any ERC violations or alleged violations of fiduciary care or loyalty to any Company by any of the directors and officers of any Company immediately prior to Closing, as determined by the judgment or decree of a court of competent jurisdiction that has become final, (ix) any required payments pursuant to any Tangible Company Property Leases for which excess mileage or vehicle damage in excess of amounts reserved on the Company was Closing Date Balance Sheet (as finally determined pursuant to Article I), (x) any claims with respect to unclaimed property or related penalties with respect to the operation of the business of the Companies prior to the Closing Date and/or (xi) any claims with respect to that certain Option Agreement by and between Centerpoint Joliet Terminal Railroad LLC and Central States Trucking Co., and (in each case) will reimburse any Buyer Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such Buyer Indemnified Person in connection with investigating, preparing or defending any such action or claim pending or threatened, whether or not eligiblesuch Buyer Indemnified Person is a party hereto. Any payment made to Buyer Indemnified Person by the Seller pursuant to the indemnification obligations under this Section 7.3 shall constitute a reduction in the Purchase Price hereunder. (a) Subject to the other provisions of this Agreement (including, but not limited to, (b) Section 9.1 hereof), from and after the Closing, Seller and the Stockholders shall, jointly and severally, indemnify and hold harmless any Buyer Indemnified Person from and against any and all Damages arising out of or resulting from (i) a breach of, or inaccuracy in, any of the representations or warranties made by Seller in Sections 3.26 through 3.31, and/or (ii) a breach or default in performance by Seller of any covenant or agreement of Seller contained in this Agreement. (c) Subject to the other provisions of this Article VIIAgreement (including, but not limited to, (d) Section 9.1 hereof), from and after the Closing, Buyer shall indemnify and hold harmless the Sellers Seller from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, or (ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement, (iii) a breach or default in performance of any covenant or agreement of any Company contained in this Agreement or to be performed subsequent to Closing, and/or (iv) any Collateral AgreementBuyer waiver of any condition set forth in Section 6.2 hereof.

Post-Closing Indemnity. (ai) Subject to the provisions of this Article VIII, from and after the Closing, Seller Parties shall, The Sellers shall jointly and severally, severally indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages damages arising out of, resulting from or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), the failure to perform or inaccuracy or misrepresentation in, satisfy any of the representations or warranties representations, warranties, covenants and agreements made by Sellers each Seller in this Agreement or in any Collateral Agreement;document or certificate delivered by the Sellers at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Sellers, (iii) the Excluded Assets, (iv) the existence of any liabilities or obligations of the Sellers (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with generally accepted accounting principles) other than the Assumed Obligations or (v) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, legal fees and expenses, 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 this indemnity. (ii) a breach or default In the event that Buyer is entitled to indemnification hereunder in performance by any Seller or the Company of any covenant or agreement of amount Sellers shall jointly and severally pay such Seller or Company contained in this Agreement or any Collateral Agreement;indemnification amounts to Buyer forthwith. (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2; (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; (v) the operations of the Company prior to the Closing Date; (vi) the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VII, from and after the Closing, The Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages damages arising out of, resulting from or in any way related to the following: (i) a breach of, of or inaccuracy in, the failure to perform or satisfy any of the representations or warranties representations, warranties, covenants and agreements made by Buyer in this Agreement or in any Collateral Agreementdocument or certificate delivered by the Buyer at the Closing pursuant hereto, oror any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, legal fees and expenses, 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 this indemnity.. (iv) Willi guaranties the payment of the Assumed Trade Payables and shall indemnify and hold harmless Sellers from and against any Assumed Trade Payables not paid by Buyer . (v) In the event that Sellers are entitled to indemnification hereunder in any amount Buyer shall jointly and severally pay such indemnification amounts to the Company (and Company shall receive such payment on behalf of the Sellers) forthwith. (vi) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (1) take such action as the Indemnifying Party may reasonably request in connection with such action, (2) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (3) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (vii) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel; but the fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) a breach the named parties to any suit, action or default in performance proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by Buyer the same counsel would be inappropriate due to actual or potential conflict of interests between them. (viii) An Indemnifying Party shall not be liable under this Agreement for any settlement effected without its consent of any covenant claim, litigation or agreement proceeding in respect of Buyer contained which indemnity may be sought hereunder. (ix) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement or any Collateral Agreement.

Post-Closing Indemnity. (a) Subject to the provisions of the Escrow Agreement and the other provisions of this Article VIIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Seller Parties shall, the Company and the Members shall jointly and severally, severally indemnify and hold harmless Buyer and its Affiliates (includingAffiliates, after the Closingmembers, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) employees from and against any and all Damages arising out of, resulting from from, or in any way related to the following: (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers the Company and/or the Members in this Agreement or any Collateral Agreement; (except the representations and warranties set forth in Article VIII, (ii) a breach or default in performance by any Seller or the Company or any Member of any covenant or agreement of such Seller or the Company and/or the Members contained in this Agreement or any Collateral Agreement; , (iii) the Excluded Assets, (iv) the existence of any Funded Obligation liabilities or obligations of the Company that is not retired at Closing or otherwise taken into account in the calculation any of the Closing Cash Payment pursuant to Section 2.2; Members (ivwhether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6; other than the Assumed Obligations, and/or (v) the operations sales of the Company’s accounts receivable and all agreements or arrangements related thereto, including, but not limited to, that certain Master Purchase Agreement, dated as of April 24, 2009 (the “Deutsche Bank Agreement”), by and between Deutsche Bank AG New York Branch (“Deutsche Bank”) and the Company. Any payment made to Buyer by the Company prior or the Members pursuant to the Closing Date; (vi) indemnification obligations under this Section 7.3 shall constitute a reduction in the failure to register as a foreign company to conduct business in any state; or (vii) any ERC payments for which the Company was not eligiblePurchase Price hereunder. (b) Subject to the provisions of this Article VIIAgreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, Buyer shall indemnify and hold harmless the Sellers Company and the Members from and against any and all Damages arising out of, of or resulting from or in any way related to the following: (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, or (ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement, (iii) any Assumed Obligations, (iv) any breach of any Contract assigned to Buyer pursuant to this Agreement or any Collateral Agreementfollowing the Closing Date; and/or (v) the operation of the Business by Buyer subsequent to the Closing.

Post-Closing Indemnity. ​ (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or in any way related to the following:: ​ (i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy ​ ​ ​ or misrepresentation in, any of the representations or warranties made by Sellers in this Agreement or any Collateral Agreement;; ​ (ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement;; ​ (iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2;; ​ (iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6;; ​ (v) the operations of the Company prior to the Closing Date;; ​ (vi) the failure to register as a foreign company to conduct business in any state; oror ​ (vii) any ERC payments for which the Company was not eligible. (b) Subject to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, resulting from or in any way related to the following:: ​ (i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, oror ​ (ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement.. ​