Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller hereby agrees to indemnify and defend Buyer and its Affiliates, and their respective officers, directors and employees (the “Buyer Indemnified Parties”) against, and agrees to hold them harmless Purchaser against from, any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation Losses to the extent such Losses arise from or in attempting to avoid connection with the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from following: (i) breach or alleged breach by Seller and/or any inaccurate of its Affiliates or successors in interest thereto of any representation or warranty made by or on behalf of The Seller or the Company it contained in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Agreement; (ii) the any breach or alleged breach by Seller and/or any of its Affiliates or successors in interest thereto of any of the warranties its covenants, agreements or agreements made by or on behalf of the Seller or the Company obligations contained in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Agreement; or (iii) events, conditions actions or circumstances arising prior to the breach Closing; provided, that Seller’s aggregate liability in respect of all Losses suffered or default incurred by Buyer Indemnified Parties shall not exceed, and Seller will have no obligation to compensate any Buyer Indemnified Party for Losses in excess of, an aggregate amount equal to the Purchase Price. Seller may satisfy any obligation hereunder to compensate Buyer Indemnified Parties by a reduction in the performance by the Seller of any unpaid balance of the obligations Purchase Note; and, if the amount of such Losses exceeds the unpaid portion of the Purchase Note, then, to be performed hereunderthe extent that any portion of the Purchase Price or the payments due on the Purchase Note have been paid in the form of shares of stock in Buyer, Seller may pay such excess Losses with shares of common stock in Buyer. The If Seller agrees elects to pay or reimburse use common stock in Buyer to compensate the Purchaser for any payment made or amount payable or loss excess Losses suffered or incurred by the Purchaser at any time from and after Buyer Indemnified Parties, then the Closing in respect value of any Damages to each share shall be the average closing price of a share of Buyer’s common stock on the principal trading market on which such shares are then trading for the 10 trading days immediately preceding the date on which the foregoing indemnity relatesshares are delivered in payment. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. Seller shall defend Distributor harmless from any and all claims and legal actions brought by a third party arising out of any allegation of patent, copyright, trademark, or trade secret infringement relating to the Equipment in its original form, without modification by Distributor, and used by Distributor or Customer in accordance with this Agreement and applicable usage instructions as provided by Seller, and pay damages, losses, attorneys’ fees and legal costs finally awarded against Distributor, except that the obligations of Seller in this Section shall not apply with respect to a claim of infringement or misappropriation if such claim arises out of (i) use of the Equipment in combination with any software, hardware, network, or system not supplied by Seller where the alleged infringement relates to such combination; (ii) any modification or alteration of the Equipment other than by Seller; (iii) continued use of the Equipment after Seller notifies Distributor to discontinue use because of an infringement claim; or (iv) use of open source software. Upon notice of a claim of intellectual property infringement or if, in Seller’s opinion, a claim of intellectual property infringement is likely, Seller shall have the right, at its sole option and expense, to: (a) The procure the right to continue using the affected Equipment under the terms of this Agreement; (b) replace or modify the Equipment claimed to be non-infringing without material decrease in functionality; or (c) if the foregoing options are not commercially reasonable, terminate this Agreement, all Approved Orders and the provision of the Equipment and, if applicable, refund Distributor any prepaid, unused fees for the Equipment. THE REMEDY SET FORTH IN THIS CLAUSE STATES THE SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY OF SELLER FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION OF ANY KIND. Seller agrees to shall also defend, indemnify and hold Distributor, and its subsidiaries or affiliates, and their trustees, and officers, harmless Purchaser against from any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, costlawsuit, expenseliability, liability (joint or several), penalty and other damage, includingcost and expense (including reasonable legal fees) which may arise out of or result from the negligent acts or omissions of Seller, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred its agents or employees in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in connection with this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default material defect in the performance Equipment. Seller’s indemnification obligation hereunder shall not apply to the extent that any claim is caused by the Seller negligence or misconduct of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesDistributor. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser against with respect to any and all Damages. “Damages,” as used hereinclaims, shall include any claimdemands, actions, causes of action, demandlosses, lossdamages, costliabilities, expense, liability costs and expenses (joint or several), penalty and other damage, including, without limitation, reasonable counsel attorney's fees and other costs court costs) actually incurred of any and expenses reasonably every kind or character, known or unknown, fixed or contingent, asserted against or incurred in investigation by Purchaser at any time and from time to time by reason of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (iia) the breach of any representation or warranty of the warranties or agreements made by or on behalf of the Seller or the Company set forth in this Agreement Section 5.1 or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of its covenants and agreements set forth in this Agreement; (b) the obligations failure of Seller, in whole or in part, to perform any obligation required to be performed hereunder. The by Seller agrees pursuant to pay Section 5.1.; or reimburse (c) the Purchaser for any payment made ownership, construction, occupancy, operation, use and maintenance by Seller or amount payable or loss suffered or incurred by its agents of the Purchaser at any time from and after Property prior to the Closing in respect Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Damages Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to which the foregoing indemnity relates. Closing Date (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. Subject to the provisions of Section 5.5 hereof, the provisions of this Section shall survive the Closing of the transaction contemplated by Section 2.1 of this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller under fail to meet, comply with or perform its indemnity obligations required by this SectionSection 5.2. In the event a defect, claim or deficiency is discovered by Purchaser prior to Closing or isnoticed in writing by Seller to Purchaser prior to Closing, Purchaser shall given written notice to either terminate the Seller of Agreement as provided herein or waive the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect theretodefect, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, deficiency and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)proceed to Closing.

Seller Indemnification. (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company Seller in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the The Seller or the Company Seller in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser against with respect to any and all Damages. “Damages,” as used hereinclaims, shall include any claimdemands, actions, causes of action, demandlosses, lossdamages, costliabilities, expense, liability costs and expenses (joint or several), penalty and other damage, including, without limitation, reasonable counsel attorney’s fees and other costs court costs) actually incurred of any and expenses reasonably every kind or character, known or unknown, fixed or contingent, asserted against or incurred in investigation by Purchaser at any time and from time to time by reason of or in attempting to avoid arising out of (a) the same breach of any representation or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf warranty of The Seller or the Company set forth in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of its covenants and agreements set forth in this Agreement; (b) the obligations failure of Seller, in whole or in part, to perform any obligation required to be performed hereunderby Seller pursuant to Section 6.1. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after provisions of this Article shall survive the Closing and shall continue thereafter in respect full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any Damages provision of this Agreement to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Sectioncontrary, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after may exercise any executive officer of Purchaser learns of the assertion thereof and determines that the right or remedy Purchaser may have a right of indemnification at law or in equity should Seller fail to meet, comply with respect thereto, but the failure to give or perform its indemnity obligations required by this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Section 6.2.

Seller Indemnification. (a) The From and after the consummation of the Merger, subject to the terms and limitations of this ARTICLE VII, the Stockholders (other than any Stockholder that receives cash pursuant to the terms hereof because such Stockholder is not “accredited” as defined in Rule 501 promulgated under Regulation D of the Securities Act) (each, an “Seller agrees to Indemnifying Party” and collectively, the “Seller Indemnifying Parties”) shall severally (based on such Seller Indemnifying Party’s Pro Rata Portion), but not jointly, indemnify and hold harmless Purchaser against any Parent and all Damages. its Affiliates (including the Surviving Corporation) and their respective directors, officers and other employees, (each, an “Damages,Parent Indemnified Party” as used hereinand collectively, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalthe “Parent Indemnified Parties”), penalty from and other damageagainst all losses, includingliabilities and damages of any kind or nature, without limitationTaxes, awards, judgments penalties, fees, costs and expenses, including reasonable counsel out-of-pocket attorneys’ and consultants’ fees and other expenses and any such reasonable out-of-pocket fees, costs and expenses reasonably incurred in investigation connection with investigating, defending against or in attempting settling any claims that are indemnifiable hereunder (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred, suffered or sustained by the Parent Indemnified Parties, or any of them (including the Surviving Corporation) (regardless of whether or not such Losses relate to avoid the same or oppose the imposition thereof or in enforcing this indemnityany third party claims), resulting to Purchaser from or arising out of any of the following: (i) any inaccurate breach of or inaccuracy in, as of the date hereof or as of the Closing, a representation made by or on behalf warranty of The Seller or the Company set forth in this Agreement Agreement; provided, however, that in the event of any such breach or inaccuracy, for purposes of determining the amount of any certificate Loss relating thereto no effect will be given to any qualifications based on the word “material” or other document referenced insimilar phrases (including “Company Material Adverse Effect”) contained therein (it being agreed and understood however that such qualifications will continue to apply, this Agreement and delivered pursuant heretoas applicable, to the determination of whether a breach or inaccuracy of representation or warranty has occurred); (ii) any failure by the breach of Company to perform or comply with any of the warranties its covenants or agreements made by or on behalf of the Seller or the Company set forth in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Agreement; (iii) third party Actions against Parent or any of its subsidiaries (including the Company or any Subsidiaries) following the Closing, whether or not it is determined that there was a breach or default inaccuracy of a representation or warranty or any other matter specified in Section 7.2(a)(i) as a basis for indemnification under this Agreement, if the performance facts and circumstances alleged in such third party Action would give the Parent Indemnified Parties a right to indemnification under Section 7.2(a)(i) assuming for this purpose that such facts and circumstances are accurate and the claims made therein are recoverable by the Seller third party claimant(s) in accordance therewith; provided, however, that the Parent Indemnified Parties shall be entitled to recover only 50% of any Losses paid, incurred, suffered or sustained by them resulting from or arising out of such third party Action unless the obligations Parent Indemnified Parties recover for such Action pursuant to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for Section 7.2(a)(i); (iv) any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement, and any other Losses paid, incurred, suffered or sustained in respect of any Dissenting Shares, including all reasonable out-of-pocket attorneys’ and consultants’ fees, costs and expenses and including any such reasonable out-of-pocket fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding in respect of Dissenting Shares; (v) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any inaccuracy in any information set forth in the Payment Spreadsheet; (vi) any Taxes of the Company or any Subsidiary, without duplication: (A) attributable to any taxable period or portion thereof that ends on or prior to the Closing Date (“Pre-Closing Tax Period”), including all Transaction Payroll Taxes (it being understood that, in the case of Taxes based upon income (including for the avoidance of doubt, income includible in gross income pursuant to Section 951 of the Code), sales, proceeds, profits, receipts, wages, compensation or similar items, the Taxes attributable to a Pre-Closing Tax Period ending on the Closing Date shall be determined on the basis of a closing of the books as of the close of business on the Closing Date, and the amount of any other Taxes of the Company attributable to such Tax period shall equal the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the foregoing indemnity relatesnumber of days in the taxable period up to and including the Closing Date, and the denominator of which is the total number of days in the taxable period), (B) as a result of the Company or any Subsidiary being (or ceasing to be) (1) a member of an affiliated or combined group pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. law on or prior to the Closing Date or (2) a transferee or successor by Contract (other than a Contract, such as a lease, the primary purpose of which is not related to Taxes) or otherwise, which relate to an event occurring on or before the Closing Date, (C) as a result of an express obligation arising on or prior to the Closing Date to indemnify or otherwise assume or succeed to the Taxes of any other Person, or (D) the Stockholders’ share of any Transfer Taxes as set forth in Section 5.10(b); provided, however, that the Seller Indemnifying Parties shall not indemnify the Parent Indemnified Parties from and against: (1) any Taxes arising as a result of any election made by Parent or any of its Affiliates (including the Surviving Corporation) after the Closing, (2) any Taxes arising as a result of any action taken by Parent or the Surviving Corporation on the Closing Date after the Closing outside of the ordinary course of business, (3) Parent’s share of any Transfer Taxes as set forth in Section 5.10(b) and (4) any Taxes (including Transaction Payroll Taxes) included in the calculation of Total Consideration Deductions; (vii) Fraud on the part of the Company, any Subsidiary or any Seller Indemnifying Party in connection with this Agreement or the Transactions; and (viii) (A) any Taxes or other obligations, interest, penalties, charges, costs, fees or other expenses relating to such Taxes or obligations in connection with any Company Options that are determined to have a per share exercise price that is less than the per share fair market value of the Company Common Stock on the date of grant of such Company Option that Parent or its Subsidiaries (including, for the avoidance of doubt, the Company following the Closing) pay, incur or sustain as a result of the application of Section 409A and including (without duplication) any amounts described above that are paid, incurred or sustained by Parent or its Subsidiaries on behalf of any holder of Company Options, plus (B) any gross-up of claims, liabilities, Taxes, or other obligations, interest, penalties, charges, costs, fees or other expenses imposed by the IRS as a result of the application of Section 409A paid, incurred or sustained by Parent or its Subsidiaries (it being understood that claims of the type specified in this clause (viii) may only be made pursuant to this clause (viii) and not pursuant to clause (vi)). (b) If The Seller Indemnifying Parties (including any claim officer or director of the Company) shall be asserted against Purchaser not have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by a third party for which Purchaser intends Parent Indemnified Party pursuant to seek the indemnification from the Seller provisions in this ARTICLE VII. (c) Any payments made to a Parent Indemnified Party pursuant to any indemnification obligations under this Section, Purchaser shall given written notice ARTICLE VII will be treated as adjustments to the Seller Total Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Legal Requirements. (d) Nothing in this Agreement shall limit the right of any Parent Indemnified Party which is a party to a Related Agreement to pursue remedies under such Related Agreement against the other parties thereto. Notwithstanding anything to the contrary contained in this Agreement, no breach of any representation, warranty, covenant or agreement contained herein or in any Related Agreement shall give rise to any right on the part of any Parent Indemnified Party, after the consummation of the nature Transactions, to rescind this Agreement or any of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)transactions contemplated hereby.

Seller Indemnification. Seller will indemnify Buyer, each of its directors and officers and each person who controls Buyer within the meaning of Section 15 of the 1933 Act against all claims, losses, damages and liabilities (aor actions in respect thereof) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint arising out of or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from based on: (i) any inaccurate representation made by untrue statement (or on behalf alleged untrue statement) of The Seller a material fact contained in any such Registration Statement, prospectus, offering circular or the Company in this Agreement other document, or any certificate omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document referenced inin reliance upon and in conformity with written information furnished to Buyer by an instrument duly executed by Seller and stated to be specifically for use therein, this Agreement and delivered pursuant hereto, or (ii) the breach of any of the warranties or agreements made violation by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of 1933 Act, the claim asserted within forty-five (45) days after 1934 Act, state securities laws or any executive officer of Purchaser learns of the assertion thereof rule or regulation promulgated under such laws applicable to Seller, and determines in each case, Seller will reimburse Buyer and its directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the Purchaser may have a right of indemnification with respect thereto, but the failure indemnity agreement contained in this Section 7.09(b) shall not apply to give this notice will not relieve the Seller amounts paid in settlement of any such loss, claim, damage, liability hereunder in respect or action if such settlement is effected without the consent of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheldwithheld or delayed, conditioned or delayed). The liability of Seller for indemnification under this Section 7.09(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to Seller from the sale of the securities in such registration.

Seller Indemnification. (a) The Seller agrees to will indemnify and hold Buyer, Buyer's directors, officers and employees harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability or expense (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably of litigation and reasonable attorneys' fees) (hereinafter "Damages") incurred in investigation or in attempting to avoid the same suffered by Buyer or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from any affiliate of Buyer as a result of (i) the incorrectness or breach of any inaccurate representation made by of the representations, warranties, covenants or on behalf agreements of The Seller or the Company contained in this Agreement or any certificate given on the Closing Date or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the assertion against Buyer of any liability of Seller; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Damages resulting from, arising out of, relating to, in the nature of, or caused by (A) the breach of any such representation or warranty listed above until the Buyer has Damages by reason of the warranties or agreements made by or on behalf all such breaches in excess of a $250,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Damages relating back to the first dollar), or the Company for Damages in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoexcess of a maximum aggregate of $5,000,000, or (iiiB) the breach of the representations or default in the performance any violation of Environmental Laws and Regulations except caused by the Operations or, with respect to the Transferred Properties, which occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates. Without limiting the remedies available to Buyer to enforce the indemnities provided by this Section 5.1 and subject to the Escrow Agreement, Seller agrees that the amount of any Damages suffered by Buyer may be credited and set off against any sums of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser money at any time or from and after the Closing in respect time to time payable or deliverable by Buyer or its successors to Seller. Individual Damages of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which less than $5,000 shall not be unreasonably withheld)subject to indemnification and shall not count toward the aggregate threshold or the maximum aggregate. Seller shall have a further duty to indemnify Buyer for Damages incurred or suffered by Buyer arising out of or with respect to the environmental conditions listed on Exhibit 3.1l (to the extent the event or condition arose or occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates) and the litigation listed on Exhibit 3.1j, subject to the aggregate threshold, maximum aggregate and individual Damages threshold set forth above.

Seller Indemnification. (a) The For the duration of the Holdback Period, Seller agrees to indemnify shall indemnify, defend and hold Purchaser and its respective officers, directors, employees, shareholders, and affiliates (each, an “Indemnified Person”) harmless Purchaser for, from and against any and all Damages. claims, losses, expenses, damages, obligations, deficiencies, or liabilities of any kind, including without limitation costs of investigation, interest, penalties, reasonably attorneys’ fees, and any and all costs, expenses and fees incident to any suit, action or proceeding (each, a “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalLoss”), penalty in any such instance, incurred, sustained or suffered by an Indemnified Person, and other damagewhich arise out of, includingresult from or are related to a breach of the representations contained in Section 5.6, without limitationSection 5.7, reasonable counsel fees Section 5.8, Section 5.9, and other costs and expenses reasonably incurred in investigation or in attempting Section 5.10 of this Agreement (“Representation Breach”). (a) Seller hereby acknowledges that the Indemnified Persons are entitled to avoid the same or oppose the imposition thereof or in enforcing this indemnityprompt reimbursement of any claims related to a Representation Breach. Following Closing, resulting to Purchaser from (i) any inaccurate representation made by or Purchaser, on behalf of The itself or any Indemnified Person, may submit to the Escrow Agent for distribution from the Holdback Deposit a request for reimbursement related to the actual costs of any Loss arising from a Representation Breach during the Holdback Period. Upon submission of such request with supporting documentation (and copies thereof to Seller), unless objected to by Seller or within three (3) days from the Company date of the request, Escrow Agent shall distribute funds from the Holdback Deposit to Purchaser for such reimbursement. Escrow Agent shall, within three (3) days following the expiration of the Holdback Period, distribute to Seller to an account designated by Seller any amounts remaining in the Holdback Deposit, if any. All indemnification obligations of Seller set forth in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) shall be limited to the breach of any amount of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to Holdback Deposit which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek the Purchaser’s sole recourse. Seller’s indemnification from obligations shall expire following the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Holdback Period.

Seller Indemnification. (a) The Subject to the limitations set forth in Section 8.4 below, Seller agrees and Xxxxxx Xxxxxx agree, jointly and severally, to indemnify and hold harmless Purchaser and its officers, directors, agents and employees (“Purchaser Indemnified Parties”) to the fullest extent lawful, from and against any and all Damages. “Damages,” as used hereinactions, shall include any claimsuits, actionclaims, demandcounterclaims, lossproceedings, costcosts, expenselosses, liability (joint or several)liabilities, penalty obligations, demands, damages, judgments, amounts paid in settlement and other damagereasonable expenses, including, without limitation, reasonable counsel attorneys’ fees and other costs and expenses reasonably disbursements (hereinafter collectively referred to as a “Claim,” “Loss” or “Losses”) suffered or incurred by Purchaser to the extent relating to or arising out of: (a) any inaccuracy in investigation or breach, violation or nonobservance of the representations or warranties, made by Seller herein or in attempting to avoid the same Transaction Documents or oppose the imposition thereof failure of any certificate, document or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made instrument delivered by or on behalf of The Seller pursuant hereto or in connection herewith to be true and correct as of the Company Closing, provided however, that for purposes of determining whether such a breach has occurred and the amount of any Losses resulting therefrom, any reference to materiality, knowledge, or similar language shall be disregarded; (b) any breach or failure by Seller to perform any of the covenants or agreements of Seller contained in this Agreement or any certificate in the Transaction Documents or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach failure of any of the warranties certificate, document or agreements made instrument delivered by or on behalf of Seller pursuant hereto or in connection herewith to be true and correct as of the Closing; (c) any acts or omissions of Seller relating to the operations, ownership, condition or conduct of the Company in this Agreement Purchased Assets and the Business prior to the Closing; (d) any Excluded Asset or Retained Liability; (e) any liabilities arising prior to the Closing relating to the employees or independent contractors of Seller, including the classification thereof; (f) any claim by any Person for a brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with Seller (or any certificate or other document referenced Person acting on Seller’s behalf) in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions connection with the prior consent of the Seller (which shall not be unreasonably withheld)transactions contemplated by this Agreement.

Seller Indemnification. (a) The Seller hereby agrees to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” Indemnified Amounts at any time imposed on or incurred by any Indemnified Person to the extent arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the purchase of any Receivable or Related Security, or any action taken or omitted by any of the Indemnified Persons (including any action taken by the Buyer as used herein, shall include attorney in fact for the Seller hereunder or under any claim, action, demand, loss, cost, expense, liability (joint or severalother Transaction Document), penalty whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, (b) due to the credit risk or financial inability to pay of the Account Debtor and other damagefor which reimbursement would constitute recourse to the Performance Guarantor, includingthe Seller or the Servicer for uncollectible Receivables, without limitation(c) such Indemnified Amounts constitute Taxes (which shall be governed by Section 5(d)), reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or oppose any other Transaction Document or (e) the imposition thereof same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however that nothing contained in enforcing this indemnitysentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d), and (e) of the previous sentence, the Seller shall indemnify each Indemnified Person for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) to the extent relating to or resulting to Purchaser from from: (i) any inaccurate representation or warranty made by or on behalf of The the Seller or the Company in this Agreement (or any certificate employee or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any agent of the warranties Seller) under or agreements made in connection with this Agreement, any Collection Report or any other information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made; (ii) the failure by the Seller to comply with any Applicable Law related to any Receivable and Related Security, or the Company nonconformity of any Receivable and Related Security with any such Applicable Law; (iii) the failure of the Seller to vest and maintain vested in the Buyer a perfected ownership interest in the Purchased Receivables and Related Security and the property conveyed hereunder, free and clear of any Adverse Claim; (iv) any commingling of funds to which the Buyer is entitled hereunder with any other funds of the Seller or its Affiliates; (v) any failure of the Account Bank to comply with the terms of the Lock-Box Agreement; (vi) any Dispute; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any certificate other Transaction Document to which it is a party; (viii) any action taken by the Buyer as attorney in fact for the Seller pursuant to this Agreement or any other Transaction Document unless such action constitutes the gross negligence or willful misconduct of the Buyer as determined by a court of competent jurisdiction in a final and non-appealable judgment; or (ix) any environmental liability claim, products liability claim or personal injury or property damage suit or other document referenced similar or related claim or action of whatever sort, arising out of or in this Agreement connection with any Purchased Receivable and delivered pursuant heretoRelated Security or any other suit, claim or (iii) the breach or default in the performance by the Seller action of whatever sort relating to any of the obligations Transaction Documents. Subject to Section 4(m) above, any amount due and payable pursuant to this section shall be performed hereunder. The Seller agrees paid to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred Buyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesBuyer. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser against with respect to any and all Damages. “Damages,” as used hereinclaims, shall include any claimdemands, actions, causes of action, demandlosses, lossdamages, costliabilities, expense, liability costs and expenses (joint or several), penalty and other damage, including, without limitation, reasonable counsel attorney's fees and other costs court costs) actually incurred of any and expenses reasonably every kind or character, known or unknown, fixed or contingent, asserted against or incurred in investigation by Purchaser at any time and from time to time by reason of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (iia) the breach of any representation or warranty of the warranties or agreements made by or on behalf of the Seller or the Company set forth in this Agreement Section 5.1 or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of its covenants and agreements set forth in this Agreement; (b) the obligations failure of Seller, in whole or in part, to perform any obligation required to be performed hereunder. The by Seller agrees pursuant to pay Section 5.1.; or reimburse (c) the Purchaser for any payment made ownership, construction, occupancy, operation, use and maintenance by Seller or amount payable or loss suffered or incurred by its agents of the Purchaser at any time from and after Property prior to the Closing in respect Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Damages Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to which the foregoing indemnity relates. Closing Date (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. Subject to the provisions of Section 5.5 hereof, the provisions of this Section shall survive the Closing of the transaction contemplated by Section 2.1 of this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller under fail to meet, comply with or perform its indemnity obligations required by this SectionSection 5.2. In the event a defect, claim or deficiency is discovered by Purchaser prior to Closing or is noticed in writing by Seller to Purchaser prior to Closing, Purchaser shall given written notice to either terminate the Seller of Agreement as provided herein or waive the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect theretodefect, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, deficiency and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)proceed to Closing.

Seller Indemnification. (a) The Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser against with respect to any and all Damages. “Damages,” as used hereinclaims, shall include any claimdemands, actions, causes of action, demandlosses, lossdamages, costliabilities, expense, liability costs and expenses (joint or several), penalty and other damage, including, without limitation, reasonable counsel attorney’s fees and other costs court costs) actually incurred of any and expenses reasonably every kind or character, known or unknown, fixed or contingent, asserted against or incurred in investigation by Purchaser at any time and from time to time by reason of or in attempting to avoid arising out of (a) the same breach of any representation or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf warranty of The Seller or the Company set forth in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of its covenants and agreements set forth in this Agreement; (b) the obligations failure of Seller, in whole or in part, to perform any obligation required to be performed hereunderby Seller pursuant to Section 6.l. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after provisions of this Article shall survive the Closing and shall continue thereafter in respect full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any Damages provision of this Agreement to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Sectioncontrary, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after may exercise any executive officer of Purchaser learns of the assertion thereof and determines that the right or remedy Purchaser may have a right of indemnification at law or in equity should Seller fail to meet, comply with respect thereto, but the failure to give or perform its indemnity obligations required by this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Section 6.2.

Seller Indemnification. (a) The Except as provided in Section 5.16 above, from and after the Closing Date, Seller agrees to shall indemnify and hold save Buyer and Middlesex harmless Purchaser against from, and shall be entitled to any refund (whether by direct payment or offset) of, any and all Damagesliabilities for any Taxes imposed on Middlesex for all taxable periods that end on or before the Closing Date. “Damages,” as used hereinIf any claim for Taxes is asserted by any taxing authority against Buyer or Middlesex that, if successful, would result in an indemnification payment by Seller pursuant to this Section 5.19(a), then Buyer or Middlesex shall promptly notify Seller in writing of such claim (a "Tax Claim"), and such notice shall include any in reasonable detail the circumstances surrounding such claim, action, demand, loss, cost, expense, liability (joint or several), penalty . Seller shall control the handling and other damage, disposition of all Tax Claims including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) whether or not to contest or settle such Tax Claim at the outset or at any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant heretostage, (ii) the breach of whether to pursue or forego any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement administrative appeals and delivered pursuant heretoproceedings, or (iii) if Seller chooses to undertake judicial action with respect to a Tax Claim, the breach court or default other judicial body before which the action shall be commenced, and (iv) the manner in the performance by the Seller of which any of the obligations such contest is to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesconducted. (b) If Seller shall indemnify and save Buyer harmless from any and all Damages suffered by Buyer or Middlesex as a result of a breach of Seller's representation set forth in the penultimate sentence of Section 3.1 hereof. Promptly after receipt by Buyer of notice of any claim or the commencement of any action by any third party against Buyer resulting from a breach of Seller's representation set forth in the penultimate sentence of Section 3.1 hereof, Buyer shall notify Seller in writing of such claim or commencement of such action (in either case, an "Ownership Claim"), stating in reasonable detail the nature and basis of such claim and Buyer's good faith estimate of the amount thereof. (c) The failure by Buyer to notify Seller promptly in writing of any Tax Claim or Ownership Claim shall not relieve Seller from any liability which it may have to Buyer hereunder unless and only to the extent that such failure materially and adversely prejudices the ability of Seller to defend against or mitigate damages arising out of any such claim. Subject to the specific applicable provisions contained in Section 5.19(a) with respect to a Tax Claim, if any Tax Claim or Ownership Claim shall be asserted brought against Purchaser by a third party for which Purchaser intends Buyer, it shall notify Seller thereof and Seller shall be entitled to seek indemnification from participate therein, and to assume the defense thereof, and to settle and compromise any such claim or action; provided, however, that Seller under this Section, Purchaser shall given written notice not agree or consent to the Seller any of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosingfollowing without Buyer's written consent, which counsel is approved by the Seller (which approval may consent shall not be unreasonably withheld), : (i) the application of any equitable relief upon Buyer or Middlesex or (ii) any other settlement or compromise that affects Buyer directly other than with respect to Buyer's ownership interest in Middlesex or (iii) any other settlement or compromise that affects Middlesex directly. After notice from Seller to Buyer of its election to assume the defense of any such claim or action, Seller shall not be liable for other expenses subsequently incurred by Buyer in connection with the defense thereof; provided, however, that if Seller elects not to assume such defense, then Buyer may retain counsel satisfactory to it and may defend, compromise or settle such claims claim on behalf of and for the account and risk of Seller, and Seller shall pay all reasonable fees and expenses of such counsel for Buyer promptly as statements therefor are received; and, provided, further, that Buyer shall not consent to entry of any judgment or actions with enter into any settlement or compromise without the prior written consent of the Seller (Seller, which consent shall not be unreasonably withheld). Buyer shall also have the right to select its own counsel, at its own expense, to represent Buyer and to participate in the defense of any such Tax Claim or Ownership Claim, as applicable.

Seller Indemnification. (a) The Each Seller agrees hereby agrees, jointly and severally with each other Seller, to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” Indemnified Amounts arising out of or resulting from or related to this Agreement or any other Transaction Document or the ownership, maintenance or funding, directly or indirectly, of the Purchased Receivable (or any of them) sold by such Seller or otherwise arising out of or resulting from the actions or inactions of such Seller or any of its Affiliates, as used hereina result of: (i) any representation or warranty made or deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Seller or any Purchased Receivable or Contract generated, signed or accepted by such Seller to comply in all material respects with any Applicable Law; (iv) the use of the Purchase Price proceeds by such Seller; (v) the failure to vest in the Buyers ownership of each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (vi) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller or the furnishing or failure to furnish such services or merchandise or relating to such Seller’s collection activities with respect to any Purchased Receivable, (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller; (viii) the failure to vest in the Administrative Agent a first priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (ix) the commingling by such Seller of Collections at any time with other funds of such Seller or any other Person or (x) the existence of any liens or security interests described in clauses (iii) or (iv) of the proviso to the definition of Adverse Claim or the exercise of rights by any Person with respect thereto; provided, however, that in all events there shall include be excluded from the foregoing indemnification any claimIndemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of the applicable Indemnified Person and/or any of its Related Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction, action, demand, loss, cost, expense, liability (joint y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the financial or several), penalty and other damage, credit condition of such Account Debtor (including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting the occurrence of an Insolvency Event with respect to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoapplicable Account Debtor), or (iiiz) the breach or default in the performance any action taken by the Seller of Administrative Agent or any Buyer without the consent of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser Servicer, at any time from and after prior to the Closing Servicer’s removal as Servicer with respect to such Purchased Receivable in accordance with clause (j) of Section 5 to compromise or settle its claim against the applicable Account Debtor in respect of any Damages such Purchased Receivable. Any amount due and payable pursuant to which the foregoing indemnity relates. (b) If any claim this section shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice paid to the Seller of Administrative Agent’s Account in immediately available funds by no later than the nature of the claim asserted within forty-five fifth (455th) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved Business Day following demand therefor by the Seller (which approval may not be unreasonably withheld), Administrative Agent or the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)applicable Buyer.

Seller Indemnification. (a) The Subject to the limitations in Sections 13.3(b) and (c) and 13.7 below, Seller hereby indemnifies Buyer against and agrees to indemnify and hold Buyer harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made Loss incurred or suffered by or on behalf Buyer arising out of The a Warranty Breach by Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Covenant Breach by Seller; (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, Excluded Liabilities; or (iii) any third party action or claim (other than torts) relating to the breach or default Excluded Assets; provided however, that Seller's indemnity under Article 13 shall be subject to the maximum aggregate liability of $10,000,000 specified in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesSection 13.3(c) below. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheldliable under this Section 13.3. with respect to any individual Warranty Breach, Covenant Breach or Excluded Liability by Seller where the Loss resulting therefrom is less than $100,000, and no such individual Warranty Breach, Covenant Breach or Excluded Liability shall be aggregated for purposes of Section 13.3.(c), below; and (c) Seller shall not be liable under this Section 13.3 with respect to any Warranty Breach, Covenant Breach and or Excluded Liability by Seller unless the aggregate amount of Losses with respect to all Warranty Breaches, Covenant Breaches and Excluded Liabilities by Seller exceeds $400,000 and then only to the extent of such excess up to a maximum aggregate liability of $10,000,000. (d) If any of the independent contractors brings a status action against Buyer relating to such independent contractor's employment status prior to the Closing, Seller shall indemnify Buyer for any liabilities relating to the impact of such status change on such independent contractors compensation and benefits which will be deemed to have accrued prior to the Closing. Notwithstanding the foregoing, if after the Closing Buyer takes any action which changes the status of an independent contractor to an employee, then Buyer shall assume any liabilities relating to the impact of such status change on such independent contractors compensation and benefits which will be deemed to have accrued prior to the Closing.

Seller Indemnification. Subject to the other terms and conditions of this Article X, Seller shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, any and all losses, damages (excluding consequential, special and punitive damages except to the extent awarded to a third party as the result of a Third Party Claim), liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to: (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint inaccuracy in or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the representations or warranties of Seller contained in this Agreement, any other Transaction Document, or agreements made by any schedule, certificate, or on behalf exhibit related thereto, as of the Seller date such representation or the Company in this Agreement warranty was made or any certificate as if such representation or other document referenced in this Agreement warranty was made on and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any as of the obligations Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be performed hereunder. The Seller agrees determined with reference to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates.such specified date); (b) If any claim shall breach or non-fulfillment of any covenant, agreement, or obligation to be asserted against Purchaser performed by a third party for which Purchaser intends Seller pursuant to seek indemnification from this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto; (c) any Excluded Asset; (d) all Taxes of the Seller under this Section, Purchaser shall given written notice and/or the Seller’s beneficial owners and all Taxes relating to the Seller Purchased Assets incurred prior to the Closing; or (e) any Third Party Claim based upon, resulting from, or arising out of the nature business, operations, properties, assets, or obligations of Seller or any of its Affiliates (other than the claim asserted within forty-five (45ICAS Business and/or the Purchased Assets) days after any executive officer conducted, existing, or arising on or prior to the Closing Date. For purposes of Purchaser learns this Agreement, “Third Party Claim” means notice of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller or commencement of any liability hereunder in respect Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing. For purposes of this claim. The Purchaser shall have the exclusive right to conductAgreement, through counsel “Actions” means claims, actions, causes of its own choosingaction, which counsel is approved by the Seller (which approval may not be unreasonably withheld)demands, the defense lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any such claim nature, whether at law or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)in equity.

Seller Indemnification. Subject to each of the applicable limitations set forth in this Article V, Sellers shall, and cause their Subsidiaries to, jointly and severally, indemnify Buyer and its Affiliates and their respective directors, managers, members, officers, employees, successors and assigns (aeach, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) The Seller agrees to indemnify and hold each of them harmless Purchaser from and against and pay on behalf of or reimburse such Buyer Indemnified Parties in respect of any and all Damages. “Damages,” as used hereinloss, shall include any liability, demand, claim, action, demand, losscause of action, cost, expensedamage, liability charge, fine or expense (joint or several)including interest, penalty penalties, settlement payments, assessments, judgments, awards and reasonable attorneys’, accountants’ and other damage, including, without limitation, reasonable counsel professionals’ fees and other expenses, court costs and expenses reasonably all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, including in connection with enforcing the provisions of this Article V) (collectively, “Losses” and individually, a “Loss”) imposed on, sustained, incurred or suffered by, any Buyer Indemnified Party, whether in investigation respect of third party claims or claims between the Parties, directly or indirectly relating to, arising out of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from connection with: (i) any inaccurate and all breaches of any representation or warranty made by or on behalf of The Seller or the Company Sellers contained in this Agreement or any certificate in the Patent Assignment Agreement, the Assignment and Assumption and Bill of Sale or the Local Transfer Agreements, in each case, other document referenced in, this Agreement and delivered pursuant hereto, than the Assumed Liabilities described in Section 5.2(c)(iii); (ii) the breach any and all breaches of any of the warranties covenant, agreement or agreements obligation made by by, or on behalf of the Seller or the Company to be performed by, Sellers contained in this Agreement or any certificate in the Patent Assignment Agreement, the Assignment and Assumption and Bill of Sale or other document referenced in this Agreement and delivered pursuant hereto, or the Local Transfer Agreements; (iii) the breach or default in the performance by the Seller of any all Excluded Assets; (iv) all Excluded Liabilities, including those Excluded Liabilities set forth on Section 5.2(a)(iv) of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates.Sellers Disclosure Schedules; or (bv) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from Fraud on the Seller under part of Sellers or their representatives in entering into this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Agreement.

Seller Indemnification. (a) The Each Seller hereby agrees jointly and severally to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” as used hereinIndemnified Amounts arising out of or resulting from or related to this Agreement or any other Transaction Document or the ownership, shall include maintenance or funding, directly or indirectly, of the Purchased Receivable (or any claim, action, demand, loss, cost, expense, liability (joint of them) or several), penalty and other damageotherwise arising out of or resulting from the actions or inactions of any Seller or any of its Affiliates, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid any of the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from following: (i) any inaccurate representation or warranty made or deemed made by such Seller (or on behalf any of The Seller its officers) under or the Company in connection with this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Transaction Document that shall have been incorrect when made; (ii) the breach failure by any Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by any Seller or any Purchased Receivable or Contract to comply with any Applicable Law; (iv) the failure to vest in the Buyer ownership of, and a first-priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof, free and clear of any Adverse Claim; (v) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Purchased Receivable; (vi) any suit or claim related to any Receivable, any Contract or any Transaction Document; (vii) the commingling by any Seller of Collections at any time with other funds of such Seller or any other Person or (viii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Person in connection with the warranties or agreements made by or on behalf Transaction Documents as a result of any action of the Seller or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the Company foregoing indemnification any Indemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as determined in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, a final judgment by a court of competent jurisdiction or (iiiy) the breach or default in the performance failure of an Account Debtor to pay any sum due under its Purchased Receivables by the Seller of any reason of the obligations to be performed hereunder. The Seller agrees to pay financial or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect credit condition of any Damages to which the foregoing indemnity relates. such Account Debtor (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Sectionincluding, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld)without limitation, the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).occurrence

Seller Indemnification. (a) The i. Seller represents and warrants that the manufacturing processes employed in the assembly of Product does not infringe on any patent, trademark, trade secret, copyright or other proprietary right and that Seller is unaware of any claim of infringement, either threatened or pending. Seller agrees to indemnify indemnify, defend and hold Mykotronx harmless Purchaser from and against any claim for such infringement in the event that such a claim is filed. In the event that any such process is found to so infringe, Seller shall, at its option and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, sole expense, liability (joint either make such process non-infringing or several), penalty shall procure the rights to continue to use such infringing process. The foregoing remedies are the sole and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred exclusive remedies of the BUYER in investigation or in attempting the event of an infringement. BUYER shall not be entitled to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser recover from (i) Seller any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement lost profits or any certificate other consequential damages suffered as a result of such infringement or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the alleged infringement. It is agreed that Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), undertake the defense of any such claim through counsel of its own choice and at its expense. However, the provisions of this section shall not apply with respect to any claim of patent, trademark, or actioncopyright infringement made solely with respect to the incorporation of specific components into the Product at the express direction of BUYER including such incorporations made in express compliance with Product Specifications. ii. All work to be performed by Seller is at Seller's risk. Seller shall defend, indemnify, and may compromise hold harmless Mykotronx, its officers, employees and agents from any claim, suit, loss, cost, damage, expense (including attorney's fees), or settle liability by reason of property damage or personal injury (including death) to any person, including Seller's employees, of whatever nature arising out of as a result of, or in connection with such claims performance occasioned in whole or in part by the actions with or omissions of Seller, its officers, employees, agents, Sellers, or subcontractors at any tier. Seller and its Sellers and subcontractors at any tier shall maintain public liability and property damage insurance in prudent and reasonable limits covering the prior consent of obligations set forth and shall maintain, to the Seller (which shall not be unreasonably withheld)limits required by law, proper Workers Compensation and employer's liability insurance covering all employees performing this Order.

Seller Indemnification. (ai) The Seller agrees to shall indemnify Buyer and the Company and each of their respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless Purchaser from and against and pay on behalf of or reimburse such Buyer Parties in respect of any and all Damages. “Damages,” as used hereinloss, shall include any liability, damage, debt, obligation, deficiency, fine, claim, action, demand, cause of action or other loss, costfee, expensecost or expense of any kind or nature whatsoever, liability except as provided in Section 6.1(a) and regardless of when asserted (joint or several), penalty and other damage, including, without limitation, interest, penalties, reasonable counsel attorneys’ fees and other expenses, court costs and expenses reasonably incurred all amounts paid in investigation investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in attempting connection with, relating or incidental to avoid the same or oppose the imposition thereof or in enforcing this indemnityby virtue of, resulting to Purchaser from (iA) any inaccurate misrepresentation or the breach of any representation or warranty made by or on behalf of The Seller or the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or other document referenced inSeller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, this Agreement and delivered pursuant hereto, or (iiB) the breach of any of the warranties covenant or agreements agreement made by or on behalf of the Seller or the Company or Seller contained in this Agreement or Schedule hereto or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement. (ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of any them harmless from and against and pay on behalf of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing such Buyer Parties in respect of any Damages Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to which or incidental to or by virtue of: (A) the foregoing indemnity relatesbreach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby. (biii) If any claim Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be asserted entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against Purchaser by a third party for which Purchaser intends the Purchase Price Consideration. Any Liability or amount owing pursuant to seek indemnification from the Seller under this Section, Purchaser 6.2(a)(i)(A) shall given written notice be limited to an amount equal to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Purchase Price Consideration.

Seller Indemnification. (a) The Without limiting any other rights which Purchaser may have hereunder or under applicable law, Seller agrees to shall indemnify each Purchaser Indemnified Party from and hold harmless Purchaser against any and all Damages. “Damages,” Indemnified Amounts awarded against or incurred by any Purchaser Indemnified Party arising out of or as used hereina result of (i) any material breach by Seller of any representation or warranty made by Seller in this Note Purchase Agreement or any other Basic Document to which Seller is a party, shall include (ii) any claimbreach by Seller of any covenant made by Seller in this Note Purchase Agreement or any other Basic Document to which Seller is a party, or (iii) any action, demandproceeding or claim (actual or threatened) related to this Note Purchase Agreement or any other Basic Document or to any Portfolio Document or Related Security arising from the negligence or willful misconduct of Seller occurring prior to the Closing Date, lossincluding without limitation any judgment, costaward, expensesettlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with any such action, proceeding or claim. The foregoing notwithstanding, Seller shall not have any indemnification obligation under this Section 6.2(h) for Indemnified Amounts to the extent such Indemnified Amounts resulted from gross negligence, willful misconduct, breach of the Basic Documents or violation of law on the part of any Purchaser Indemnified Party. No claim may be made by any Purchaser Indemnified Party against Seller or its officers, directors, agents or employees for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Note Purchase Agreement except if payable to a third-party by a Purchaser Indemnified Party in connection with a claim arising under clauses (joint or severali), penalty (ii) or (iii) above. Seller shall be solely responsible for, and other damageshall indemnify, protect, defend, save and keep harmless, each Purchaser Indemnified Party, on an after-tax basis, from and against any and all Taxes (including, without limitation, reasonable counsel fees any sales or transfer tax arising in connection with the sale and other costs assignment of the Portfolio Documents and expenses reasonably incurred Related Security), in investigation or in attempting each such case, to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of extent any of the warranties same are attributable or agreements made by or on behalf otherwise assessed with respect to the sale and assignment of the Seller Portfolio Documents and Related Security and/or with respect to the period prior to the Closing Date, together with any assessments, penalties, fines additions to tax or interest thereon, which at any time or from time to time may be imposed on, or asserted against, the Company in this Agreement Financed Vehicles (or any certificate part thereof or other document referenced any interest therein) or any Purchaser Indemnified Party, by any federal, state, local or foreign government or taxing authority in this Agreement connection with or relating to the Financed Vehicles (or any part thereof or interest therein), any Portfolio Document and delivered pursuant heretoRelated Security, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from transactions contemplated hereby and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice thereby; but only to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of extent, if any, that such Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification Indemnified Party is not otherwise indemnified with respect thereto, but thereto under the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Basic Documents.

Seller Indemnification. (a) The Subject to the terms of this Section 10.4 and the terms of Section 11.16, Seller agrees to indemnify shall indemnify, defend and hold save harmless Purchaser, the other Purchaser against any Parties and all Damages. the Owner (as constituted after Closing) and their respective heirs, successors, and representatives (collectively, the “Damages,” as used hereinPurchaser Indemnitees”) from and against, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made Indemnitees for, all losses, costs, damages, expenses (including reasonable attorneys’ fees and litigation costs), liabilities, claims, causes of action or amount payable or loss suffered or incurred by judgments (collectively, “Losses”) that the Purchaser at any time from and after the Closing Indemnitees suffer or incur arising solely in respect of or resulting from any Damages to which the foregoing indemnity relatesmaterial breach of Seller’s representations under this Agreement. (b) If Seller’s indemnification obligations under this Section 10.4 shall specifically exclude (A) all Losses pertaining to, resulting from or associated with, the physical condition of the Property, including but not limited to design, construction, structural, HVAC, electrical, mechanical, plumbing, facade, roof, finish, repair, surface, subsurface, environmental and other conditions; (B) all Losses pertaining to or associated with the value of the Property or leasing or, revenue or income from the Property after Closing; (C) all Losses pertaining to or associated with the costs of operation, maintenance, repair, alteration or improvement of the Property after Closing; (D) all Losses arising from or relating to the Owner’s Liabilities after Closing; (E) all Losses pertaining to, resulting from or associated with the establishment, registration, marketing, sale or rental of condominium units under or operation of any claim shall be asserted against Purchaser by a third party of the Condominium Regimes; (F) any Losses for which Purchaser intends to seek indemnification has received a credit at Closing as reflected on the Closing Statement; and (G) any Losses that result from or in connection with the Seller direct or indirect actions of Purchaser, any of the Purchaser Representatives or the Owner (as constituted after Closing) following the Closing Date. (c) Purchaser hereby expressly agrees that after Closing under this SectionAgreement, Seller shall have no liability to Purchaser shall given written notice for any matters indemnified against in this Section 10.4 or any of the other Closing Documents, if: (A) Purchaser does not, on or prior to the date which is twelve (12) months after the Closing Date (the “Indemnity Claim Survival Period”), commence a legal proceeding in a court of competent jurisdiction against Seller for a claim of indemnity under the nature Closing Indemnity Agreement; or (B) the aggregate amount of the claim asserted within forty-five (45) days after any executive officer of all claims by Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect theretoor for a Seller breach is less than One Hundred Thousand and 00/100 Dollars ($100,000.00); provided, but however, that if such claims equal or exceed $100,000.00, in the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The aggregate, Purchaser shall have the exclusive right to conductprosecute such claims in the full amount thereof, through counsel and not just in the amount by which such claims exceed $100,000.00. (d) Notwithstanding anything to the contrary set forth in this Agreement, (i) the maximum aggregate liability of its own choosingSeller on account of all claims for indemnity pursuant to this Section 10.4 or in connection with any other breaches or defaults by Seller or the Owner under this Agreement, which counsel is approved any Closing Document or any post-Closing covenants, indemnities and obligations undertaken by Seller shall not exceed One Million and No/100 Dollars ($1,000,000.00) except if (a) Seller committed actual fraud in the making of any of the Seller Representations or (b) Seller breaches the representations or warranties in Section 7.2(c) herein, in either of which approval events such limitation shall not apply; (ii) in no event shall Seller be liable for any consequential, punitive or special damages. (e) The obligations of Seller under this Section 10.4 shall survive Closing for a period of twelve (12) months (other than with respect to any breach by Seller of the representations and warranties in Section 7.2(c) herein) and may not be unreasonably withheld), the defense of assigned to or enforced by any such claim Person other than Purchaser or action, a Person to whom Purchaser assigns this Agreement prior to Closing subject to and may compromise or settle such claims or actions in conformity with the prior consent of the Seller (which shall not be unreasonably withheld)Section 11.3 below.

Seller Indemnification. (a) The Subject to the limitations set forth in Section 7.4 below, Seller agrees to indemnify and hold harmless Purchaser Bridgeline Digital and its officers, directors, agents and employees to the fullest extent lawful, from and against any and all Damages. “Damages,” as used hereinactions, shall include any claimsuits, actionclaims, demandcounterclaims, lossproceedings, costcosts, expenselosses, liability (joint or several)liabilities, penalty obligations, demands, damages, judgments, amounts paid in settlement and other damagereasonable expenses, including, without limitation, reasonable counsel attorneys’ fees and other costs and expenses reasonably disbursements (hereinafter collectively referred to as a “Claim,” “Loss” or “Losses”) suffered or incurred in investigation by Bridgeline Digital to the extent relating to or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of: (i) any inaccurate representation inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by Seller herein or in the Transaction Documents or failure of any certificate, document or instrument delivered by or on behalf of The Seller pursuant hereto or in connection herewith to be true and correct as of the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Closing; (ii) any acts or omissions of Seller relating to the breach of any operations, ownership, condition or conduct of the warranties Assets prior to the Closing; and (iii) any liabilities or agreements made by or on behalf obligations of the Seller not included as Assumed Liabilities. Notwithstanding the foregoing, to the extent that Bridgeline Digital receives and collects any insurance proceeds relating to a Claim or Loss covered by insurance purchased by Seller prior to the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoClosing, or (iii) the breach or default in the performance then Bridgeline Digital’s claim for indemnification hereunder shall be reduced, dollar-for-dollar, by the Seller amount of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser such proceeds received by Bridgeline Digital for any payment made insurable Claim or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesLoss. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller agrees to will defend and indemnify the Trust Depositor, the Trust, the Trustees, any agents of the Trustees and hold harmless Purchaser the Certificateholders and Noteholders (each, an "INDEMNIFIED PARTY") against any and all Damages. “Damages,” as used hereincosts, shall include any claimexpenses, actionlosses, demanddamages, lossclaims and liabilities, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, including reasonable counsel fees and other costs expenses of counsel and expenses reasonably incurred in investigation of litigation (collectively, "COSTS") arising out of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) this Agreement or the Sale and Servicing Agreement or the use, ownership or operation of any inaccurate representation made Equipment by or on behalf of The the Seller or the Company in this Agreement Servicer or any certificate or other document referenced in, this Agreement and delivered pursuant heretoAffiliate of either thereof, (ii) the breach of any of the warranties representation or agreements warranty or covenant made by or on behalf of the Seller or the Company in this Agreement being untrue or any certificate or other document referenced in incorrect (subject to the third sentence of the preamble to Article III of this Agreement above), and delivered pursuant hereto, or (iii) the breach any untrue statement or default alleged untrue statement of a material fact contained in the performance Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to the Trust Depositor by the Seller specifically for use therein; PROVIDED, HOWEVER, that the Seller shall not be required to so indemnify any such Indemnified Party for such Costs to the extent that such Cost shall be due to or arise from the willful misfeasance, bad faith or gross negligence of such Indemnified Party, or the failure of such Indemnified Party to comply with any of the obligations to be performed hereunder. The Seller agrees to pay express undertaking, agreement or reimburse the Purchaser for any payment covenant made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing such Indemnified Party in respect of any Damages a Transaction Document to which it is a party. Notwithstanding any other provision of this Agreement, the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from obligation of the Seller under this Section, Purchaser Section 6.01 shall given written notice not terminate upon a Service Transfer pursuant to the Seller Article VIII of the nature Sale and Servicing Agreement and shall survive any termination of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give agreement or this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Agreement.

Seller Indemnification. On and from the Closing Date, each Seller (“Seller Indemnifying Parties”) hereby agrees that it shall, jointly and severally, indemnify, defend, and hold harmless the Acquirer and its directors and officers (each referred to as the “Acquirer Indemnified Parties”) from any and all Losses incurred or suffered by the Acquirer Indemnified Parties, or any of them, and if required by the Acquirer Indemnified Parties, to jointly and severally indemnify, defend and hold harmless the Target Companies and/or the Target Group Subsidiary for any Loss incurred in connection with or as a result of: 8.1.1. Save and except as Disclosed, breach of, or inaccuracy in any Seller Warranties; 8.1.2. An act of fraud of a Seller or, prior to the Closing Date, any Target Company or Target Group Subsidiary in connection with the Target Business; 8.1.3. Any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Sellers associated with the transfer of the Sale Securities by the Sellers, including any Tax liability arising on account of the Acquirer being considered as a representative assessee of the Sellers for payment of any capital gains tax on the proceeds received, or gains or profits made, by the Sellers on the sale of the Sale Securities; and/or 8.1.4. A Specific Indemnity Matter listed in PART A of SCHEDULE 16 or any Seller Deemed Specific Indemnity Matter, (each a “Seller Indemnification Event”), Provided that, if a warranty and indemnity insurance (“W&I Policy”) is procured by the Acquirer (which it may elect to procure at its sole discretion), then: (a) The Seller agrees to indemnify except for fraud, Excluded Warranties and hold harmless Purchaser against any Excluded Claims, the W&I Policy will be the sole monetary recourse for the Acquirer in case of a Claim for the breach or inaccuracy of the Covered Warranties; and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty b) except for fraud and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from Excluded Claims: (i) the Acquirer will not be entitled to make, will not make, and hereby waives any inaccurate representation made by or on behalf of The Seller or the Company in right to seek indemnification under this Agreement against the Seller Indemnifying Parties arising out of, related to, or in connection with any certificate loss (as defined in the W&I Policy) suffered by them on account of any breach or other document referenced in, this Agreement inaccuracy of any Covered Warranty; and delivered pursuant hereto, (ii) notwithstanding anything to the contrary stated herein, no recourse or right of subrogation shall be had against the Seller Indemnifying Parties with respect to any breach or inaccuracy of any Covered Warranty, other than for acts of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance fraud by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).Sellers

Seller Indemnification. (a) The Without limiting any other rights that the Custodian, the Master Custodial Certificateholders and the Enhancement Providers may have hereunder or under applicable law, the Seller agrees to shall indemnify and hold harmless Purchaser the Custodian, the Master Custodial Certifi- cateholders and the Enhancement Providers from and against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, costliability, expense, liability (joint or several), penalty and other damage, includingclaim or injury suffered or sustained by reason of any acts, without limitationomissions or alleged acts or omissions arising out of activities of the Seller, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller Custodian or the Company in Servicer pursuant to this Agreement or any certificate Supplement, including any judgment, award, settlement, reasonable legal fees and disbursements and other costs or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company expenses incurred in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification connection with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim actual or threatened action, and may compromise proceeding or settle such claims or actions with the prior consent of claim; provided, however, that the Seller (which shall not indemnify the Custodian if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty (other than negligent action) or willful misconduct by the Custodian; and provided further that the Seller shall not indemnify the Custodian, the Master Custodial Certificateholders or any Enhancement Providers for any liabilities, cost or expense with respect to any action taken by the Custodian at the request of any such Master Custodial Certificateholders or Enhancement Providers to the extent the Custodian is indemnified by such Master Custodial Certificateholders or Enhancement Providers with respect to such action nor (unless otherwise provided in any particular Supplement) with respect to any federal, provincial or local income or sales taxes, goods and services tax, or large corporations and capital taxes (or any interest or penalties with respect thereto) required to be unreasonably withheld)paid or remitted by the Custodian (in respect of fees payable to it under this Agreement by the Servicer only) or any Master Custodial Certificateholder or Enhancement Providers in connection herewith to any taxing authority. Any indemnification pursuant to this Section 7.03 shall only be made after payment in full of any amounts that the Seller is obligated to deposit in the Collection Account pursuant to this Agreement. Any indemnification under this Arti cle VII shall survive the termination of this Agreement.

Seller Indemnification. (a) The Seller agrees In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder will indemnify and hold harmless Purchaser the Company, its Affiliates, each of its directors, officers, employees, agents, partners, members and each Person, if any, who controls the Company, against any losses, claims, judgments, damages or liabilities, costs or expenses (including reasonable attorneys’ fees, whether incurred in an action between the Selling Holder and all Damages. “Damages,” as used hereinthe Company, shall include any claima third party or otherwise), action, demand, loss, cost, expense, liability (whether joint or several), penalty and other damageto which the Company, includingsuch directors, without limitationofficers, reasonable counsel fees and other employees, agents, partners, members or controlling persons may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, judgments, damages, liabilities, costs and or expenses reasonably incurred (or actions in investigation respect thereof) arise out of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from are based upon (ia) any inaccurate representation untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of The Seller such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, preliminary or final prospectus, amendment or supplement; provided, however, that the Company obligations of such Selling Holder hereunder will be limited to an amount equal to the net proceeds actually received by such Selling Holder from the disposition of Registrable Shares pursuant to such registration. Such indemnity shall remain in this Agreement or any certificate or other document referenced in, this Agreement full force and delivered pursuant hereto, (ii) the breach effect regardless of any of the warranties or agreements investigation made by or on behalf of the Seller or the Company in this Agreement Company, or any certificate directors, officers, employees, agents, partners, members or other document referenced in this Agreement controlling persons and delivered pursuant hereto, or (iii) shall survive the breach or default in the performance transfer of such securities by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesSelling Holder. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Subject to the limitations set forth in this Section 9, from and after the Closing Date, Seller agrees to shall protect, defend, indemnify and hold harmless Purchaser Buyer and Buyer’s Affiliates, and their respective officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as an “Buyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all Damages. “Damageslosses, costs, damages, dues, penalties, fines, interest, Liabilities, Taxes, Liens,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability fees (joint or several), penalty and other damage, including, without limitation, reasonable counsel out-of-pocket attorneys’ fees and other expenses, costs of investigation, court costs and costs of defense) and expenses reasonably incurred in investigation (but expressly excluding special, incidental, indirect or in attempting to avoid the same consequential damages or oppose the imposition thereof lost profits or in enforcing this indemnityrevenue) (collectively, resulting to Purchaser from “Damages”), that any of Buyer Indemnified Persons incurs (i) by reason of or in connection with any inaccurate representation made by or on behalf failure of The any of the representations and warranties of Seller contained in this Agreement, the Xxxx of Sale, the Assumption Agreement or the Company Seller Compliance Certificate, to be true and correct in this Agreement or any certificate or other document referenced in, all respects as of the date of this Agreement and delivered pursuant heretoas of the Closing Date (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualification), (ii) resulting from any failure to fulfill or observe any covenant or agreement made herein by Seller, (iii) that is attributable, in whole or in part, and to the breach of any extent that it is attributable, to the operation of the warranties Business or agreements made by or on behalf the ownership of the Seller Purchased Assets on or before the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoClosing Date, or (iiiiv) by reason of any Excluded Assets, (v) by reason of any assertion against Buyer Indemnified Person of any claim or liability constituting an Excluded Liability, (vi) failure by Seller to comply with any bulk sales Law, or (vii) as a result of or in connection with the breach discharge of any Permitted Liens. Notwithstanding the foregoing, subject to the provisions of Section 7.3, Seller shall have no indemnification, defense or default in the performance hold harmless obligation to any Buyer Indemnified Person for Taxes that arise from and are created by the Seller transactions contemplated by this Agreement. Damages in each case shall be net of the amount of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred insurance proceeds and indemnity and contribution actually recovered by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesBuyer. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller agrees to indemnify shall indemnify, defend and hold each Purchaser and their Affiliates, including without limitation, each of their subsidiaries and the Ultimate Parent, and their respective directors, officers, representatives, stockholders, employees, and agents (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless Purchaser from and against any and all Damages. “Damages,” as used hereinliabilities, shall include losses, damages of any claimkind, actioncosts, demandexpenses, lossfines, costfees, expenseTaxes, liability interest payable, awards, judgments, amounts paid in settlement and penalties (joint or several), penalty and other damage, including, including without limitation, reasonable counsel attorneys’, consultants’ and experts’ fees and other costs and out-of-pocket expenses reasonably in each case incurred in investigation defending, investigating or settling claims) (all of the foregoing, “Damages”) that may be incurred by an Indemnified Party resulting or arising from or related to, or incurred in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from connection with: (ia) any inaccurate breach of any representation made or warranty of Seller contained in this Agreement and remade by Seller as of the Closing in the Seller Certificate, including without limitation, any inaccuracy in such representation or on behalf warranty; (b) any breach of The any covenant, agreement or obligation of Seller or the Company contained in this Agreement or under any certificate Transaction Agreement; (c) any Retained Liability, including without limitation, any Indebtedness or Transaction Expenses owed by Seller or its Affiliates; (d) any Taxes (other document referenced inthan VAT or Transfer Taxes) owed by Seller or its Affiliates, including without limitation, withholding Taxes required to be withheld from payments made to Seller pursuant to this Agreement and delivered pursuant heretoAgreement, or with respect to operation of the Transferred Assets or the Business for any period prior to the Closing (iiwithout duplication of any Taxes included as a Retained Liability); or (e) the liquidation and dissolution of Seller, including without limitation, any Damages incurred by an Indemnified Party resulting from Seller’s preferential payment of any liability or obligation prior to Seller’s dissolution. In determining whether a representation and warranty is true and correct or the amount of any Damages attributable to a breach of any representation, warranty or covenant of Seller, any qualifications in the representations, warranties and covenants with respect to “knowledge”, “Material Adverse Effect,” “materiality,” “material,” “in all material respects,” or similar terms shall be disregarded. Notwithstanding anything to the contrary in this Agreement, no Indemnified Party shall be entitled to indemnification under this Agreement, including, under this Article 7, with respect to, and Damages shall not include exemplary or punitive damages except to the extent paid by an Indemnified Party pursuant to a judgment or settlement in connection with a Third Party Claim, and the amount of Damages for which indemnification is provided under this Article 7 shall be net of any insurance proceeds (net of any deductible, costs of investigation of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or underlying claim and collection and other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations costs required to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered paid, or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification an Indemnified Party with respect thereto, but the failure ) received with respect to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Damages.

Seller Indemnification. (a) The Seller hereby agrees to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” Indemnified Amounts at any time imposed on or incurred by any Indemnified Person to the extent arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the purchase of any Receivable or Related Security, or any action taken or omitted by any of the Indemnified Persons (including any action taken by the Buyer as used herein, shall include attorney in fact for the Seller hereunder or under any claim, action, demand, loss, cost, expense, liability (joint or severalother Transaction Document), penalty whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, (b) due to the credit risk or financial inability to pay of the Account Debtor and other damagefor which reimbursement would constitute recourse to the Performance Guarantor, includingthe Seller or the Servicer for uncollectible Receivables, without limitation(c) such Indemnified Amounts constitute Taxes (which shall be governed by Section 5(d)), reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or oppose any other Transaction Document or (e) the imposition thereof same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however that nothing contained in enforcing this indemnitysentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d), and (e) of the previous sentence, the Seller shall indemnify each Indemnified Person for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) to the extent relating to or resulting to Purchaser from from: (i) any inaccurate representation or warranty made by or on behalf of The the Seller or the Company in this Agreement (or any certificate employee or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any agent of the warranties Seller) under or agreements made in connection with this Agreement, any Collection Report or any other information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made; (ii) the failure by the Seller to comply with any Applicable Law related to any Receivable and Related Security, or the Company nonconformity of any Receivable and Related Security with any such Applicable Law; (iii) the failure of the Seller to vest and maintain vested in the Buyer a perfected ownership interest in the Purchased Receivables and Related Security and the property conveyed hereunder, free and clear of any Adverse Claim; (iv) any commingling of funds to which the Buyer is entitled hereunder with any other funds of the Seller or its Affiliates; (v) any failure of the Account Bank to comply with the terms of the Lock-Box Agreement; (vi) any Dispute; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any certificate other Transaction Document to which it is a party; (viii) any action taken by the Buyer as attorney in fact for the Seller pursuant to this Agreement or any other Transaction Document unless such action constitutes the gross negligence or willful misconduct of the Buyer as determined by a court of competent jurisdiction in a final and non-appealable judgment; or (ix) any environmental liability claim, products liability claim or personal injury or property damage suit or other document referenced similar or related claim or action of whatever sort, arising out of or in this Agreement connection with any Purchased Receivable and delivered pursuant heretoRelated Security or any other suit, claim or (iii) the breach or default in the performance by the Seller action of whatever sort relating to any of the obligations Transaction Documents. Subject to Section 4(l) above, any amount due and payable pursuant to this section shall be performed hereunder. The Seller agrees paid to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred Buyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesBuyer. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Subject to the provisions of this Article X, and except as otherwise provided in Article IX, from and after the Closing Date, Seller agrees to indemnify the Purchaser Indemnified Parties against and hold them harmless Purchaser against from any and all DamagesLosses actually suffered or incurred by them arising out of the following: (i) the breach of any representation or warranty of Seller contained in this Agreement; PROVIDED, HOWEVER, that in determining whether Seller is liable pursuant to this Section 10.2(a)(i) for any breach of any representation or warranty contained in Section 4.7 of this Agreement, the qualification of any such representation or warranty by reference to materiality, including any reference to the qualification "SELLER MATERIAL ADVERSE EFFECT" or "TRANSFER GROUP MATERIAL ADVERSE EFFECT" shall be disregarded and xxx xxxxxxxxxxion of whether any such representation or warranty has been breached shall be made without regard to any such qualification or whether such breach is material or constitutes a Seller Material Adverse Effect or Transfer Group Material Adverse Effect. “Damages,” as used hereinNotwithstanding the foxxxxxxx, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalxxx the purposes of this Section 10.2(a)(i), penalty and no representation or warranty in Section 4.7 containing a qualification by reference to materiality, including any reference to "SELLER MATERIAL ADVERSE EFFECT" or "TRANSFER GROUP MATERIAL ADVERSE EFFECT," shall be considered to xxxx xxxx xxxxxxxx unless the Losses to the Purchaser Indemnified Parties resulting from such breach exceed $500,000 (the "INDIVIDUAL BASKET AMOUNT") per individual breach (or series of related breaches arising out of the same event) of such representation or warranty; PROVIDED, that, once such Losses for such individual breach (or series of related breaches arising out of the same event) of such representation or warranty equal or exceed the Individual Basket Amount, subject to the other damage, limitations in this Article X (including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred satisfaction of the Basket Amount set forth in investigation Section 10.2(d)), Seller shall be liable to the Purchaser Indemnified Parties for the entire amount of such Losses in excess of the Basket Amount (for the avoidance of doubt, each individual breach, or in attempting to avoid series of related breaches arising out of the same event, of a representation or oppose warranty shall be separately applied towards the imposition thereof Individual Basket Amount and such individual breaches, or in enforcing this indemnityseries of related breaches arising out of the same event, resulting to Purchaser from (i) any inaccurate representation made by or on behalf shall not be aggregated with other breaches for purposes of The Seller or determining whether the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Individual Basket Amount has been reached); (ii) the breach of any of the warranties or agreements made Pre-Closing Covenant by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Seller; or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred Post-Closing Covenant by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates.Seller; (b) If Seller shall not be required to indemnify any Purchaser Indemnified Party pursuant to this Section 10.2 or Sections 9.10 or 9.11 to the extent otherwise indemnifiable Losses or claims pursuant to this Section 10.2 or Sections 9.10 or 9.11 (i) resulted from fraud, gross negligence, bad faith or willful misconduct of Purchaser or (ii) have resulted in a reduction in the Purchase Price pursuant to the purchase price adjustment provisions in this Agreement. (c) No claim shall may be asserted nor may any action be commenced against Purchaser by Seller pursuant to this Section 10.2(a) or Sections 9.10 or 9.11 for breach of any representation or warranty, Pre-Closing Covenant or Post-Closing Covenant or a third party for which Purchaser intends claim pursuant to seek indemnification from the Seller under this SectionSections 9.10 or 9.11, Purchaser shall given unless written notice of such claim or action (satisfying the requirements of Section 10.4) is received by Seller on or prior to the Seller of date on which the nature of the claim asserted within fortyrepresentation or warranty, Pre-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, Closing Covenant or Post-Closing Covenant on which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, or claim pursuant to Sections 9.10 or 9.11, is based ceases to survive as set forth in, as applicable, Sections 9.10, 9.11 or 10.1. (d) No claim may be made against Seller for indemnification pursuant to Sections 10.2(a)(i) and may compromise or settle such claims or actions with 10.2(a)(ii) unless the prior consent aggregate amount of all Losses of the Purchaser Indemnified Parties upon which valid claims are based pursuant to such sections shall exceed an amount equal to $1,000,000 (the "BASKET AMOUNT"), and then Seller shall only be responsible for indemnification of Losses in excess of the Basket Amount. (which e) The amounts paid by Seller for indemnification of Losses under this Agreement pursuant to Sections 10.2(a)(i) and 10.2(a)(ii) shall not be unreasonably withheldlimited to, in the aggregate, an amount equal to $3,500,000 (the "INDEMNIFICATION CAP"). (f) No claim may be asserted nor may any action be commenced against Seller pursuant to this Section 10.2 or Sections 9.10 or 9.11 for breach of any representation or warranty, Pre-Closing Covenant or Post-Closing Covenant or claim pursuant to Sections 9.10 or 9.11 to the extent that (i) Purchaser had a reasonable opportunity, but failed, in good faith to mitigate the Loss including, but not limited to, the failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity, or (ii) such Loss arises from or was caused by actions taken or failed to be taken by Purchaser or any of its Affiliates after the Closing. (g) Notwithstanding anything to the contrary contained herein or in any Transaction Document, the amounts paid by Seller for indemnification under this Agreement and the Transaction Documents shall in no event exceed, in the aggregate, the Purchase Price.

Seller Indemnification. In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder will severally (and neither jointly nor jointly and severally) indemnify the Company, its directors and officers, each underwriter, if any, of the Registrable Securities covered by such Registration Statement, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) are based solely upon (a) The Seller agrees any untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to indemnify the Registration Statement or any application or (b) the omission to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances in which they were made) not misleading, in each case to the extent, and hold harmless Purchaser against only to the extent that such untrue statement or omission is made in such Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to the Registration Statement or any application, in reliance upon and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or conformity with information furnished in attempting writing to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made Company by or on behalf of The Seller or such Selling Holder expressly for use therein; provided, however, that the Company in this Agreement or any certificate or other document referenced in, this Agreement obligations of such Selling Holder hereunder (i) will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder apply to amounts paid in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense settlement of any such claim or action, and may compromise or settle proceeding if such claims or actions with settlement is effected without the prior consent of the Seller (such Selling Holder, which consent shall not be unreasonably withheld), conditioned or delayed.

Seller Indemnification. (a) The Seller agrees to shall defend, indemnify and hold Buyer and its Affiliates harmless Purchaser against any and all Damages. claims, demands, proceedings, losses, damages, liabilities, deficiencies and costs (“Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting Claims”) to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from extent arising out of: (i) any inaccurate representation made by or on behalf breach of The Seller or the Company in this Agreement by Seller; (ii) any negligence or willful misconduct of Seller; and/or (iii) any certificate patent infringement or infringement of any other document referenced inintellectual property rights with respect to the Product(s) and/or Seller’s manufacturing processes. Buyer shall promptly notify Seller of any such Claims, shall reasonably cooperate with Seller in the defence of such Claims, and shall permit Seller to control the defence and settlement of such Claims, all at Seller’s cost and expense. Buyer Indemnification. Buyer shall defend, indemnify and hold Seller harmless against any and all Claims to the extent arising out of the use of the Material(s) by any person, except to the extent that such Claims are (i) the result of any breach of this Agreement and delivered pursuant heretoby Seller, or (ii) the breach result of any of defect in the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, Material(s) or (iii) the breach or default in the performance caused by the negligence or willful misconduct of Seller. Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense promptly notify Buyer of any such claim or actionClaims, shall reasonably cooperate with Buyer in the defence of such Claims, and may compromise shall permit Buyer to control the defence and settlement of such Claims, all at Buyers’ cost and expense. Where personal injury, death, or settle such claims loss of or actions with damage to property is the prior consent result of the Seller (which shall not be unreasonably withheld)joint negligence or misconduct of the parties, the parties expressly agree to indemnify each other in proportion to their respective shares of such joint negligence or misconduct.

Seller Indemnification. Seller hereby discloses, and Purchaser acknowledges, that on or about September 1, 2014, a second-floor deck adjacent to one of the Tenant Units at the Property collapsed (athe “Deck Collapse”). Following the Deck Collapse, and in accordance with direction given by the applicable governmental authorities, Seller engaged a third party engineering firm to conduct an inspection of all other decks at the Property. Pursuant to the results of such inspections, Seller has undertaken (and will complete prior to Closing) to rebuild the deck destroyed in the Deck Collapse and to make repairs to designated other decks at the Property (collectively, the “Deck Repairs”). The Deck Repairs shall be completed by Seller in accordance with all applicable laws and at or prior to Closing Seller shall deliver to Purchaser evidence that the Deck Repairs have passed inspection by Baltimore County. Seller hereby agrees to indemnify and indemnify, hold harmless and, if requested by Purchaser (in Purchaser's sole and absolute discretion), defend (with counsel approved by Purchaser) Purchaser, together with Purchaser's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, lenders, employees, officers, directors, trustees, shareholders, representatives, agents, and property manager (collectively, “Purchaser's Indemnified Parties”), from and against any and all Damages. “Damages,” as used hereinlosses, shall include any claimclaims, damages, mechanic's liens, materialmen's liens, liabilities, penalties, interest, demands, actions, causes of action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred (including reasonable attorneys' fees, including the cost of in-house counsel and appeals) arising out of third party claims arising from the Deck Collapse or Seller’s negligence or violation of applicable laws in investigation connection with the Deck Repairs. Except for the Baltimore County Code of Enforcement Notice of Correction dated September 4, 2014, Seller has not received any written notice from any governmental authority requiring any specific changes or in attempting repairs to avoid the same or oppose Property arising from the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunderDeck Collapse. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect provisions of this claim. The Purchaser Section shall have the exclusive right to conduct, through counsel survive Closing for a period of its own choosing, which counsel is approved by the Seller three (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)3) years.

Seller Indemnification. (a) The Each Seller hereby agrees jointly and severally to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” Indemnified Amounts arising out of or resulting from or related to any of the following: (i) any representation or warranty made or 7 deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document that shall have been incorrect when made; (ii) the failure by any Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by any Seller or any Purchased Receivable or Contract to comply with any Applicable Law; (iv) the failure to vest in the Purchaser ownership of, and a first-priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof, free and clear of any Adverse Claim; (v) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Purchased Receivable; (vi) any suit or claim arising out of or based on the actions or activities of any Seller and related to any Receivable, any Contract or any Transaction Document; (vii) the failure of any Seller to notify any Account Debtor of the sale of the Purchased Receivables to the Purchaser pursuant to this Agreement; (viii) the commingling by any Seller of Collections at any time with other funds of such Seller or any other Person or (ix) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Money Laundering Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Person in connection with the foregoing; provided, however, that in all events there shall be excluded from the foregoing indemnification any Indemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as used herein, shall include determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor to pay any claim, action, demand, loss, cost, expense, liability sum due under its Purchased Receivables by reason of the financial or credit condition of such Account Debtor (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees the occurrence of an Insolvency Event with respect to the applicable Account Debtor). Any amount due and other costs and expenses reasonably incurred payable pursuant to this Section shall be paid to the Purchaser’s Account in investigation or in attempting to avoid immediately available funds by no later than the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from second (i2nd) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance Business Day following demand therefor by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesPurchaser. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Seller covenants and agrees to indemnify and save and hold Buyer harmless Purchaser against any and at all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and times after the Closing in respect of any Damages and all liabilities, actions, suits, damages, losses, proceedings, demands, judgments, costs and expenses, including reasonable attorneys' fees (collectively, "LOSSES"), suffered or incurred by Buyer, arising from, by reason of or in connection with: (i) the Property, the Business or the Hotel and accruing prior to the Closing Date, including liabilities accruing prior to the Closing Date under the Contracts; (ii) any obligation of Seller which is not an Assumed Liability; and (iii) Subject to Section 4.04, any misrepresentation, breach of warranty or nonfulfillment of any agreement on the foregoing indemnity relatespart of Seller under this Agreement or in any certificate, instrument or agreement provided for in this Agreement, unless it was known by Buyer prior to Closing. (b) If Except for Losses which result from willful, intentional and fraudulent acts on the part of Seller in connection with any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld)representations, the defense indemnification obligations of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which pursuant to Section 12.01(a) shall not be unreasonably withheldeffective until the aggregate dollar amount of all Losses indemnified against thereunder that would otherwise be indemnifiable by Seller pursuant to this Agreement exceeds the Seller's Threshold Amount, at which point such obligations shall be effective only as to the amount of such Losses in excess of Seller's Threshold Amount. Further, excluding Losses which arise under Sections 12.01(a)(i) and (ii), and excluding Losses which result from willful, intentional and fraudulent acts on the part of Seller in connection with any representation, Seller's liability above Seller's Threshold Amount shall not exceed the Seller's Liability Cap. Except as provided in the preceding sentence, in no event shall Seller have any liability to Buyer under this Section 12.01 for Losses in excess of Seller's Liability Cap.

Seller Indemnification. (a) The Seller agrees In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder will indemnify and hold harmless Purchaser the Company, each of its officers, employees, Affiliates, directors, attorneys and agents, and each other Person (other than such Selling Holder), if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such directors and all Damages. “Damages,” officers, or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as used hereinsuch losses, shall include any claimclaims, action, demand, loss, cost, expense, liability damages or liabilities (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred actions in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from respect thereof) are based solely upon (ia) any inaccurate representation untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to the Registration Statement or any application or (b) the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent that such untrue statement or omission is made in such Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to the Registration Statement or any application, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of The Seller or such Selling Holder expressly for use therein; provided, however, that the Company obligations of such Selling Holder hereunder (i) will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting all underwriter’s discounts and commissions and all other expenses paid by such Holder in this Agreement or any certificate or other document referenced in, this Agreement connection with the registration in question) from the disposition of Registrable Shares pursuant to such registration and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder apply to amounts paid in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense settlement of any such claim or action, and may compromise or settle proceeding if such claims or actions with settlement is effected without the prior consent of the Seller (such Selling Holder, which consent shall not be unreasonably withheld), conditioned or delayed.

Seller Indemnification. (a) The For the duration of the Holdback Period, Seller agrees to indemnify shall indemnify, defend and hold Purchaser and its respective officers, directors, employees, shareholders, and affiliates (each, an “Indemnified Person”) harmless Purchaser for, from and against any and all Damages. claims, losses, expenses, damages, obligations, deficiencies, or liabilities of any kind, including without limitation costs of investigation, interest, penalties, reasonably attorneys’ fees, and any and all costs, expenses and fees incident to any suit, action or proceeding (each, a‌ “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalLoss”), penalty in any such instance, incurred, sustained or suffered by an Indemnified Person, and other damagewhich arise out of, includingresult from or are related to a breach of the representations contained in Section 5.6, without limitationSection 5.7, reasonable counsel fees Section 5.8, Section 5.9, and other costs and expenses reasonably incurred in investigation or in attempting Section 5.10 of this Agreement (“Representation Breach”). (a) Seller hereby acknowledges that the Indemnified Persons are entitled to avoid the same or oppose the imposition thereof or in enforcing this indemnityprompt reimbursement of any claims related to a Representation Breach. Following Closing, resulting to Purchaser from (i) any inaccurate representation made by or Purchaser, on behalf of The itself or any Indemnified Person, may submit to the Escrow Agent for distribution from the Holdback Deposit a request for reimbursement related to the actual costs of any Loss arising from a Representation Breach during the Holdback Period. Upon submission of such request with supporting documentation (and copies thereof to Seller), unless objected to by Seller or within three (3) days from the Company date of the request, Escrow Agent shall distribute funds from the Holdback Deposit to Purchaser for such reimbursement. Escrow Agent shall, within three (3) days following the expiration of the Holdback Period, distribute to Seller to an account designated by Seller any amounts remaining in the Holdback Deposit, if any. All indemnification obligations of Seller set forth in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) shall be limited to the breach of any amount of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to Holdback Deposit which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek the Purchaser’s sole recourse. Seller’s indemnification from obligations shall expire following the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Holdback Period.

Seller Indemnification. (a) The Subject to the limitations set forth in Section 7.5 below, Seller agrees to indemnify and hold harmless Purchaser and its officers, directors, agents and employees (“Purchaser Indemnified Parties”) to the fullest extent lawful, from and against any and all Damages. “Damages,” as used hereinactions, shall include any claimsuits, actionclaims, demandcounterclaims, lossproceedings, costcosts, expenselosses, liability (joint or several)liabilities, penalty obligations, demands, damages, judgments, amounts paid in settlement and other damagereasonable expenses, including, without limitation, reasonable counsel attorneys’ fees and other costs and expenses reasonably disbursements (hereinafter collectively referred to as a “Claim,” “Loss” or “Losses”) suffered or incurred by Purchaser to the extent relating to or arising out of: (a) Any inaccuracy in investigation or breach, violation or nonobservance of the representations or warranties, made by Seller herein or in attempting to avoid the same Transaction Documents or oppose the imposition thereof failure of any certificate, document or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made instrument delivered by or on behalf of The Seller pursuant hereto or in connection herewith to be true and correct as of the Company Closing, provided however, that for purposes of determining the amount of any Losses resulting therefrom, any reference to materiality, knowledge, or similar language shall be disregarded (b) any breach or failure by the Seller to perform any of the covenants or agreements of the Seller contained in this Agreement or any certificate in the Transaction Documents or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach failure of any of the warranties certificate, document or agreements made instrument delivered by or on behalf of Seller pursuant hereto or in connection herewith to be true and correct as of the Closing; (c) any acts or omissions of Seller relating to the operations, ownership, condition or conduct of the Company in Purchased Assets and the Business prior to the Closing; (d) any Excluded Asset or Retained Liability; (e) any liabilities arising prior to the Closing relating to the employees or independent contractors of the Seller, including the classification thereof; (f) any liabilities for failure to comply with bulk sales or bulk transfer laws with respect to the transactions contemplated by this Agreement Agreement; and (g) any claim by any Person for a brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with Seller (or any certificate Person acting on Seller’s behalf) in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, to the extent that Purchaser receives and collects any insurance proceeds relating to a Claim or other document referenced in this Agreement and delivered pursuant heretoLoss covered by insurance purchased by Seller prior to the Closing, or (iii) the breach or default in the performance then Purchaser’s claim for indemnification hereunder shall be reduced, dollar-for-dollar, by the Seller amount of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the such proceeds received by Purchaser for any payment made insurable Claim or amount payable or loss suffered or incurred by the Loss, (it being agreed that no Purchaser at Indemnified Party shall have any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends obligation to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of recover any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheldinsurance proceeds).

Seller Indemnification. (a) Seller assumes liability for and agrees to indemnify, defend and hold harmless each Purchaser and its officers, directors, shareholders, partners, managers, members, employees, agents and affiliates (collectively, "PURCHASER INDEMNIFIED PERSONS") from and against all actual direct or indirect losses, claims, damages, liabilities, obligations, fines, penalties, judgments, settlements, costs, expenses and disbursements (including reasonable attorney's fees and expenses to the extent that reasonably detailed documentation evidencing such fees is provided in a timely manner) (collectively, "LOSSES") (i) arising solely out of or related to any breach or inaccuracy of any of its representations or warranties contained in this Agreement; or (ii) any non-fulfillment or breach of any of its covenants or agreements contained in this Agreement; PROVIDED, HOWEVER, that such Losses shall not include any special, punitive, incidental or consequential damages, or any damages in respect of loss profits or diminution in value. (b) The Seller agrees to indemnify and hold harmless reimburse each Purchaser against any and Indemnified Person promptly for all Damages. “Damages,” Losses as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably they are incurred in investigation or in attempting by such Purchaser Indemnified Person to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance extent that such Loss must be indemnified by the Seller of any of the obligations pursuant to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesSection 7.8(a). (bc) If any claim All claims made by a Purchaser Indemnified Person hereunder (a "PURCHASER CLAIM") shall be asserted against made promptly (but in no event later than 7 days after the action involving such Purchaser by Claim occurs) in writing in a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice (a "PURCHASER CLAIM NOTICE") sent to the Seller Seller, stating the reasons for the claim and the amount to be indemnified against, if it may be determined or an estimation thereof (which amount shall not be conclusive of the nature final amount of the claim asserted within forty-five (45) days after Purchaser Claim). Absent any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved objection notified by the Seller to the Purchaser Indemnified Person within twenty (which approval may 20) days of the receipt by it of a Purchaser Claim Notice, the related indemnification shall become due. If, on the other hand, the Seller provides notice of its objection to the Purchaser Claim Notice within such twenty (20) day period, and the dispute cannot be unreasonably withheld)settled amicably, the defense Purchaser Claim shall be resolved by litigation in an appropriate court of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)competent jurisdiction.

Seller Indemnification. (a) The Subject to the terms and conditions of this Agreement, including those set forth in Section 14.02, Seller agrees to indemnify shall indemnify, defend, and hold harmless Purchaser Master Distributor and its Representatives, officers, directors, employees, agents, Affiliates, distributors, resellers, referral partners (and, for each of the foregoing that is an entity, their respective officers, directors, employees, and agents), successors, and permitted assigns (collectively, “Master Distributor Indemnitees”) against any and all Damages. losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by a Master Distributor Indemnitee or End User or awarded against a Master Distributor Indemnitee or End User (collectively, “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalLosses”), penalty and other damagerelating to, includingarising out of, without limitationor resulting from any Claim of a third party alleging: (a) breach or non-fulfillment of any representation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation warranty, or in attempting to avoid the same covenant this Agreement by Seller or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from Seller’s Personnel; (ib) any inaccurate representation made by negligent or on behalf more culpable act or omission of The Seller or its Personnel (including any recklessness or willful misconduct) in connection with the Company in performance of its obligations under this Agreement or Agreement; (c) any certificate or other document referenced inbodily injury, this Agreement and delivered pursuant hereto, (ii) the breach death of any Person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, its Personnel; or (iiid) the breach any failure by Seller or default its Personnel to comply with any applicable Laws in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesTerritory. (b) If Subject to the terms and conditions of this Agreement, including those set forth in Section 14.02, Master Distributor shall indemnify, defend, and hold harmless Seller and its Representatives, officers, directors, employees, agents, Affiliates, distributors, resellers, referral partners (and, for each of the foregoing that is an entity, their respective officers, directors, employees, and agents), successors, and permitted assigns (collectively, “Seller Indemnitees”) against any claim shall be asserted against Purchaser by and all Losses, relating to, arising out of, or resulting from any Claim of a third party for which Purchaser intends to seek indemnification from alleging: (a) breach or non-fulfillment of any representation, warranty, or covenant this Agreement by Master Distributor or Master Distributor’s Personnel; (b) any negligent or more culpable act or omission of Master Distributor or its Personnel (including any recklessness or willful misconduct) in connection with the Seller performance of its obligations under this SectionAgreement; (c) any bodily injury, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller death of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right Person, or damage to conduct, through counsel of its own choosing, which counsel is approved real or tangible personal property caused by the Seller willful or negligent acts or omissions of Master Distributor or its Personnel; or (which approval may not be unreasonably withheld), d) any failure by Master Distributor or its Personnel to comply with any applicable Laws in the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Territory.

Seller Indemnification. (a) The Seller Seller, for and on behalf of each Stockholder and for itself, hereby indemnifies and holds harmless, and agrees to indemnify and hold harmless Purchaser harmless, Buyer (from and after the Closing), and its directors, officers, shareholders, employees and agents (collectively, the “Buyer Indemnified Parties”) against (i) any and all Damages. “Damages,” liabilities, obligations, losses, damages, claims, actions, Liens and deficiencies which exist, or which may be imposed on, incurred by or asserted against any one or more of the Buyer Indemnified Parties, (1) based upon, resulting from or arising out of, or as used hereinto which there was, shall include any breach or inaccuracy of any representation or warranty contained in Articles II or III of this Agreement, or any agreement or covenant made by Seller in or pursuant to this Agreement, or (2) based upon, resulting from or arising out of any present or future claim, action, demandsuit or proceeding brought or asserted against any Buyer Indemnified Party by or on behalf of any person who, lossat any time prior to the Closing, costhad or purports to have had any interest in the Shares or the Notes, expense, liability and (joint ii) any cost or several), penalty expense (including reasonable attorneys’ fees and other damage, court costs) incurred by the Buyer Indemnified Parties or any of them in connection with the foregoing (including, without limitation, reasonable counsel fees and other costs and expenses reasonably any cost or expense incurred in investigation or in attempting to avoid by the same or oppose the imposition thereof or Buyer Indemnified Parties in enforcing their rights pursuant to this indemnitySection 9.2). No demand or claim for indemnification under this Section 9.2 may be made after 11:59 p.m. on the date one (1) year following the Closing Date. Seller shall have no liability for indemnification with respect to any demand or claim under this Section 9.2 for any amount in excess of $250,000 (reduced by any Limitation Claims, resulting as defined in the Release Agreement, paid by Seller pursuant to Purchaser from Section 3 of the Release Agreement) (i) “Limitation”). If the Closing occurs, Seller will have no liability for indemnification with respect to any inaccurate representation made demand or claim under this Section 9.2 unless on or before 5:00 p.m., Chicago time, on the first anniversary of the Closing Date Buyer notifies Seller of a demand or claim specifying the factual basis of that demand or claim in reasonable detail to the extent then known by or on behalf Buyer. The rights of The Seller or the Company Buyer Indemnified Parties under this Section 9.2 are in addition to such other rights and remedies which they may have under this Agreement or otherwise. Notwithstanding any certificate or other document referenced inprovision of this Agreement, with respect to any Misrepresentation Claim (as defined herein) with respect to which Seller has Knowledge (as defined herein), there shall be no Limitation. For purposes of this Agreement and delivered pursuant heretoSection 9.2, (ii1) the breach term “Misrepresentation Claim” means a claim or demand for indemnification based upon, resulting from or arising out of any breach or inaccuracy of the warranties or agreements made by or on behalf nature described in clause (i)(l) of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement Section 9.2; and delivered pursuant hereto, or (iii2) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing term “Knowledge” means in respect of any Damages to Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) knowledge of the breach or inaccuracy upon which the foregoing indemnity relates. such Misrepresentation Claim is based or (b) If any claim knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the breach or inaccuracy upon which the Misrepresentation Claim is based, provided that Seller shall be asserted against Purchaser by deemed to have knowledge of such facts which a third party for which Purchaser intends to seek indemnification from the Seller under this Sectionreasonable person conducting a reasonable due diligence review would ascertain, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim discover or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)become aware of.

Seller Indemnification. (a) The In accordance with and subject to the provisions of this section 2.10, Seller agrees to shall indemnify and hold harmless Purchaser Buyer, its officers directors and employees from and against and in respect of any and all Damages. “Damages,” as used hereinclaims, shall include any claimdemands, actionlosses, demandcosts, lossexpenses, costliabilities, expensedamages, liability (joint or several)including interest, penalty penalties, and other damage, including, without limitation, reasonable counsel attorney fees and other costs and expenses reasonably amounts paid in settlement, (collectively, "Indemnified Losses") suffered or incurred in investigation by Buyer, by reason of, or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of: (i) any inaccurate material breach of a representation made by or on behalf of The Seller or the Company warranty contained in this Agreement or other transaction documents to which Seller is a party, or any certificate failure by Seller to perform in connection therewith, or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties covenant or agreements made by or on behalf of the Seller or the Company agreement in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretotransaction documents, to which Seller is a party, or any failure by Seller to perform in connection therewith; and (ii) any liabilities of Seller arising or incurred prior to the Closing except the Obligations expressly assumed by the Buyer pursuant to this Agreement. (iii) the breach or default in the performance by the any liabilities of Seller of any of the obligations arising from Seller's failure to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesfollow Washington's bulk sale transfer law. (b) If Seller shall have no liability to Buyer under this Agreement except to the extent of the purchase price, provided that Buyer shall be entitled to pursue any equitable remedy provided in this Agreement or by law. (c) The indemnities given in section 2.10(a) and the right of Buyer to submit Claims shall expire six (6) months from the date of this Agreement, except for claims arising out of those actions described in Exhibit D which shall expire six (6) months following the entry of judgment, or an order dismissing the case with prejudice, as the case demands, with prior written notice to Buyer. (d) Buyer shall give written notice (the "Claim Notice") of any Claim for indemnification under this section to Seller as promptly as practicable, but in any event: (i) if such Claim relates to the assertion against Buyer of any claim shall be asserted against Purchaser by a third party for (a "Third Party Claim"), within 30 days after the assertion of such Third Party Claim, or (ii) if such Claim is not in respect of a Third Party Claim, within 30 days after the discovery of facts upon which Purchaser Buyer intends to seek base a Claim for indemnification from the Seller under pursuant to this Sectionsection; provided, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines however, that the Purchaser may have a right of indemnification with respect thereto, but the failure or delay to give this notice will so notify Seller shall not relieve the Seller of any obligation or liability hereunder in respect that Seller may have to Buyer except to the extent that Seller demonstrates that Seller's ability to defend or resolve such Claim is adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based. Subject to the rights of this claim. The Purchaser or duties to any insurer or other third party having potential liability therefor, the Seller shall have the exclusive right right, upon written notice given to conductBuyer within 30 days after receipt of the notice from Buyer of any Third Party Claim, through to assume the defense or handling of such Third Party Claim, at Seller's expense, in which case the following provisions shall govern. (e) Seller shall select counsel reasonably acceptable to Buyer in connection with conducting the defense or handling of such Third Party Claim, and the Seller shall keep Buyer timely apprised of the status of such Third Party Claim. Seller shall not, without the prior written consent of Buyer, agree to a settlement of any Third Party Claim, unless (A) the settlement provides an acceptable release and discharge of Buyer and Buyer is reasonably satisfied with such discharge and release and (B) the Buyer shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of Buyer. Buyer shall cooperate with Seller and shall be entitled to participate 6 in the defense or handling of such Third Party Claim with its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)at its own expense.

Seller Indemnification. Subject to the limitations set forth in this Article 12, Seller hereby indemnifies Buyer and any present or future officer, director, employee, Affiliate, stockholder or agent of Buyer (acollectively, the "BUYER INDEMNITEES") The Seller agrees against and agree to indemnify and hold each of them harmless Purchaser against from any and all Damages. “Damages,” as used herein, shall include any claim, action, demanddamage, loss, costliability, expense, liability (joint or several)fine, penalty and other damage, expense (including, without limitation, reasonable counsel expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) (reduced by the actual Tax benefit claimed by a Party as a result thereof, such Tax benefit being determined after taking into account the effect of recovery under this Article 12 and calculated at such Party's incremental effective rate of Tax) ("DAMAGES") incurred or suffered by Buyer or any other costs and expenses reasonably incurred in investigation Buyer Indemnitees arising out of or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from related to: (i) any inaccurate representation misrepresentation or breach of a representation, warranty, covenant or agreement made or to be performed by or on behalf of The Seller or the Company in pursuant to this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Seller Ancillary Agreement; (ii) any Consulting Business Receivables which are (1) reasonably determined by Buyer to be uncollectable prior to the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoFirst Release Date (as defined below), or (2) following the First Release Date and prior to the Second Release Date (as defined below) are reasonably determined by Buyer to be uncollectable or are uncollected; (iii) the breach any Excluded Asset or default any Excluded Liability or any Retained Liability; (iv) any Liability arising from any demand, claim, debt, suit, cause of action or proceeding made or asserted by a stockholder, creditor, receiver, or trustee in the performance by the Seller bankruptcy of any Seller, or of the property or assets of either, asserting that the transfer of the Purchased Assets to Buyer hereunder or the transaction contemplated by this Agreement constitutes a fraudulent conveyance, fraudulent transfer or a preference or similar claim under any applicable state or federal law, including but not limited to the United States Bankruptcy Code ("SOLVENCY CLAIMS"); (v) any Liabilities or obligations to be performed hereunderor claims by any stockholders of Seller arising from or related to the consummation of the transactions contemplated hereby ("STOCKHOLDER CLAIMS"); and (vi) any Liability arising from any and all Transaction Taxes payable by Seller pursuant to Section 8.1. The Seller agrees to pay or reimburse In the Purchaser for any payment made or amount payable or loss suffered or incurred by event that Buyer has fully set-off against the Purchaser at any time from and after the Closing Deferred Amount in respect of any Damages Consulting Business Receivables determined by it to which the foregoing indemnity relates. (bbe uncollected or uncollectable pursuant to a Claim for indemnification under Section 12(a)(ii) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Sectionabove, Purchaser shall given then following such recovery and upon written notice from Seller, Buyer will promptly assign to the Seller of the nature of the claim asserted within forty-five such Consulting Business Receivables (45) days after "ASSIGNED RECEIVABLES"). Buyer further agrees to promptly remit to Seller any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder payment received by it in respect of this claimany Assigned Receivables. The Purchaser shall have Parties agrees to execute such documents and assignments as may be necessary to carry into effect the exclusive right to conduct, through counsel effect and intent of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense this provision of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheldSection 12.2(a).

Seller Indemnification. (a) The Seller agrees Affiliates jointly and severally agree to indemnify and hold Buyer and its officers, directors and affiliates (the "AFFILIATE INDEMNIFIED PARTIES"), harmless Purchaser against any all claims, losses, liabilities, damages, deficiencies, costs and all Damages. “Damages,” as used hereinexpenses, shall include any including reasonable attorneys' fees and expenses of investigation and defense relating to such claim, action, demand, loss, costliability, expense, liability (joint or several), penalty and other damage, includingdeficiency, without limitationcost or expense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred or suffered by the Affiliate Indemnified Parties, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same any of them, directly or oppose the imposition thereof or in enforcing this indemnityindirectly, resulting to Purchaser from as a result of (i) any inaccurate breach or inaccuracy of a representation made by or on behalf warranty of The Seller or the Company Affiliates contained in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant heretoAgreement, (ii) the breach of any of the warranties or agreements made failure by or on behalf of the Seller or the Company Affiliates to perform or comply with any covenant applicable to them contained in this Agreement Agreement, (iii) any adjustment to the Purchase Price pursuant to Section 4.1 hereof in connection with the Net Book Value determination or any certificate the Accounts Receivable Adjustment, or other document referenced (iv) the incurrence by Seller or Affiliates of third party expenses, including without limitation legal and accounting fees incurred by Seller and/or Affiliates in connection with this Agreement and delivered pursuant heretothe Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, or (iii) plus the breach or default in the performance purchase price received by the Seller of any Shareholders pursuant to the terms of the obligations Stock Purchase Agreement ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to be performed hereunderremit to Buyer more than the amount of the Indemnification Fund received by such Affiliate as set forth on Schedule 1.5 hereof and Schedule 1.2(a) to the Stock Purchase Agreement (for the purposes of these provisions, the PRO RATA portion for (i) X. Xxxxxxx shall include amounts paid to X. Xxxxxxx Trust and (ii) X. Xxxxxxx shall include amounts paid to X. Xxxxxxx Trust [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof]). The Seller agrees to pay or reimburse the Purchaser for Affiliates shall not have any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification contribution from Seller with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved Loss claimed by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)an Affiliate Indemnified Party.

Seller Indemnification. Subject to Section 10.4, Seller shall ---------------------- indemnify and hold Buyer and its Affiliates harmless against: (a) The Seller agrees all obligations and liabilities of Seller, whether accrued, absolute, fixed, contingent or otherwise, disclosed or undisclosed, not expressly assumed by Buyer pursuant to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates.Assumption Agreement; (b) If any actual damage, loss, liability, claim shall be asserted against Purchaser or expense (including reasonable attorneys' fees and other reasonable costs of defense) (collectively, "Damages") incurred or sustained by Buyer as a third party for result of any breach by Seller of ------- its covenants contained herein which Purchaser intends survive the Closing; (c) any actual Damages incurred or sustained by Buyer as a result of any breach by Seller of its representations and warranties contained in Section 4.1 or in the certificate delivered pursuant to seek indemnification from Section 6.2(c); and (d) As stated on Section 4.1(1) of the Seller under this SectionDisclosure Schedule, Purchaser shall given written Intel Corporation has put Seller on notice of United States Patent No. 5,621,892 and has alleged that the `892 Patent is relevant to the Business. Not to limit any other provision of this Section 10.1, Seller and Buyer agree: (i) Seller shall indemnify and hold Buyer harmless from any and all Damages relating to the `892 Patent. Seller agrees, not by way of the nature limitation, to indemnify Buyer for all costs of the claim asserted within forty-five settlement; judgments; royalties; license fees; damages; enhanced damages; attorneys' fees; and experts' fees. There will be no limit to Seller's indemnification. (45ii) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure Buyer agrees to give this notify Seller as soon as is reasonably possible upon receiving notice will not relieve the Seller or contact of any liability hereunder in respect of this claimsort relating to the `892 Patent from Intel, or any other person attempting to enforce the `892 Patent. The Purchaser Upon receiving such notice from Buyer, Seller shall have the exclusive right to conductimmediately, through counsel of at its own choosingexpense, which counsel is approved by the Seller (which approval may not be unreasonably withheld), take up the defense of any such claim or actionBuyer, and Buyer shall thereafter have no responsibility for the defense other than assisting Seller by providing information, including documents and witnesses, reasonably necessary for the defense. After Seller has taken up the defense, Buyer may compromise or settle engage its separate counsel for advice relating to the `892 Patent; Buyer shall, however, be solely responsible for attorneys' fees and expenses relating to such claims or actions with separate counsel. (iii) If after receipt of notice Seller should fail to take up Buyer's defense, then Buyer may take up the prior consent defense itself, and Seller shall reimburse Buyer for all expenses and costs, including, but not by way of limitation, all costs of settlement; judgments; royalties; license fees; damages; enhanced damages; attorneys' fees; and experts' fees. Buyer shall, from time to time but no more frequently than semi-monthly, submit itemized statements to Seller for reimbursement; Seller shall pay to Buyer the amount of such statements without question and within 14 days of receipt. (iv) Should Buyer be enjoined from practicing the claimed subject matter of the '892 Patent, Seller (which shall not be unreasonably withheld)shall, in less than 60 days, procure for Buyer a license to practice the claimed subject matter of the `892 Patent.

Seller Indemnification. (a) The Each Seller agrees hereby agrees, jointly and severally with each other Seller, to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all DamagesIndemnified Amounts arising out of or resulting from or related to this Agreement or any other Transaction Document or the ownership, maintenance or funding, directly or indirectly, of the Purchased Receivable (or any of them) sold by such Seller or otherwise arising out of or resulting from the actions or inactions of such Seller or any of its Affiliates, as a result of: (i) any representation or warranty made or deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Seller or any Purchased Receivable or Contract generated, signed or accepted by such Seller to comply in all material respects with any Applicable Law; (iv) the use of the Purchase Price proceeds by such Seller; (v) the failure to vest in the Buyers ownership of each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (vi) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller or the furnishing or failure to furnish such services or merchandise or relating to such Seller’s collection activities with respect to any Purchased Receivable, (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the services [***] Confidential treatment has been requested for the bracketed portions. “Damages,” The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller; (viii) the failure to vest in the Administrative Agent a first priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (ix) the commingling by such Seller of Collections at any time with other funds of such Seller or any other Person or (x) the existence of any liens or security interests described in clauses (iii) or (iv) of the proviso to the definition of Adverse Claim or the exercise of rights by any Person with respect thereto; provided, however, that in all events there shall be excluded from the foregoing indemnification any Indemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as used hereindetermined in a final non-appealable judgment by a court of competent jurisdiction, shall include (y) the failure of an Account Debtor to pay any claim, action, demand, loss, cost, expense, liability sum due under its Purchased Receivables by reason of the financial or credit condition of such Account Debtor (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting the occurrence of an Insolvency Event with respect to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoapplicable Account Debtor), or (iiiz) the breach or default in the performance any action taken by the Seller of Administrative Agent or any Buyer without the consent of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser Servicer, at any time from and after prior to the Closing Servicer’s removal as Servicer with respect to such Purchased Receivable in accordance with clause (j) of Section 5 to compromise or settle its claim against the applicable Account Debtor in respect of any Damages such Purchased Receivable. Any amount due and payable pursuant to which the foregoing indemnity relates. (b) If any claim this section shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice paid to the Seller of Administrative Agent’s Account in immediately available funds by no later than the nature of the claim asserted within forty-five fifth (455th) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved Business Day following demand therefor by the Seller (which approval may not be unreasonably withheld), Administrative Agent or the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)applicable Buyer.

Seller Indemnification. Seller and the Principal Members, jointly and severally and each Member, severally, in proportion to their Pro Rata Amounts, (aeach an “Indemnifying Party” and collectively, the “Indemnifying Parties”) The Seller agrees to shall indemnify and hold harmless Purchaser against Parent, Buyer and their respective officers, directors, employees, agents, and Affiliates (each, a “Buyer Indemnitee” and collectively, the “Buyer Indemnitees”) against, and shall compensate and reimburse each of the Buyer Indemnitees for, any and all Damages. “Damages,” Losses incurred or sustained by a Buyer Indemnitee or Buyer Indemnitees, directly or indirectly, or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject (regardless of whether or not such Losses relate to any third party claim) and which arise directly or indirectly from or as used hereina result of, shall include or are directly or indirectly connected with: A. any claim, action, demand, loss, cost, expense, liability (joint inaccuracy in or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred breach of any representation or warranty of Seller or any Principal Member contained in investigation this Agreement or in attempting to avoid the same or oppose the imposition thereof any Collateral Agreement or in enforcing this indemnityany certificate, resulting to Purchaser from (i) any inaccurate representation made instrument, or other document delivered by or on behalf of The Seller or the Company any Principal Member pursuant to this Agreement or any Collateral Agreement; B. any failure by Seller or any Principal Member to perform or comply with any covenant applicable to it contained in this Agreement or any certificate Collateral Agreement or in any certificate, instrument, or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in any Principal Member pursuant to this Agreement or any certificate Collateral Agreement; C. any Excluded Liabilities or Excluded Assets, including without limitation, any Liabilities arising from or relating to Seller’s ownership, use, and operation of the Acquired Assets prior to the Closing; D. any fraud committed by Seller, any Principal Member or any Member and any intentional misrepresentation of or related to this Agreement or any Collateral Agreement or in any certificate, instrument, or other document referenced delivered by Seller, any Principal Member or any Member pursuant to this Agreement or any Collateral Agreement; E. The Working Capital Deficit Amount, if any; and F. any matter referred to on Schedule 7.1(b)(ii)(F). The calculation of Losses pursuant to this Section 7.1(b)(ii) shall be made without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in this Agreement and delivered pursuant heretoAgreement, the Collateral Agreements, or (iii) the breach in any certificate, instrument, or default in the performance other document delivered by the Seller of or any of the obligations Principal Member pursuant to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesthis Agreement. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The Each Seller agrees hereby agrees, jointly and severally with each other Seller, to indemnify each Indemnified Person and hold each Indemnified Person harmless Purchaser from and against any and all Damages. “Damages,” Indemnified Amounts arising out of or resulting from or related to this Agreement or any other Transaction Document or the ownership, maintenance or funding, directly or indirectly, of the Purchased Receivable (or any of them) sold by such Seller or otherwise arising out of or resulting from the actions or inactions of such Seller or any of its Affiliates, as used hereina result of: (i) any representation or warranty made or deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Seller or any Purchased Receivable or Contract generated, signed or accepted by such Seller to comply in all material respects with any Applicable Law; (iv) the use of the Purchase Price proceeds by such Seller; (v) the failure to vest in the Buyers ownership of each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (vi) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any 755140592 23744443 Purchased Receivable sold by such Seller or the furnishing or failure to furnish such services or merchandise or relating to such Seller’s collection activities with respect to any Purchased Receivable, (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller; (viii) the failure to vest in the Administrative Agent a first priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (ix) the commingling by such Seller of Collections at any time with other funds of such Seller or any other Person or (x) the existence of any liens or security interests described in clauses (iii) or (iv) of the proviso to the definition of Adverse Claim or the exercise of rights by any Person with respect thereto; provided, however, that in all events there shall include be excluded from the foregoing indemnification any claimIndemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of the applicable Indemnified Person and/or any of its Related Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction, action, demand, loss, cost, expense, liability (joint y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the financial or several), penalty and other damage, credit condition of such Account Debtor (including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting the occurrence of an Insolvency Event with respect to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoapplicable Account Debtor), or (iiiz) the breach or default in the performance any action taken by the Seller of Administrative Agent or any Buyer without the consent of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser Servicer, at any time from and after prior to the Closing Servicer’s removal as Servicer with respect to such Purchased Receivable in accordance with clause (j) of Section 5 to compromise or settle its claim against the applicable Account Debtor in respect of any Damages such Purchased Receivable. Any amount due and payable pursuant to which the foregoing indemnity relates. (b) If any claim this section shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice paid to the Seller of Administrative Agent’s Account in immediately available funds by no later than the nature of the claim asserted within forty-five fifth (455th) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved Business Day following demand therefor by the Seller (which approval may not be unreasonably withheld), Administrative Agent or the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)applicable Buyer.

Seller Indemnification. (a) The Seller agrees and the Significant Shareholders, jointly and severally (collectively, “Seller Indemnifying Party”), agree to indemnify and hold harmless the Purchaser, any of its Subsidiaries and Affiliates and their respective officers, directors, managers, employees, agents, representatives, advisors, shareholders and partners (collectively, the “Purchaser Indemnified Parties”) from and against any and all Damages. “Damages,” as used hereinlosses, shall include any claimclaims, actionliabilities, demand, loss, cost, expense, liability expenses (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and disbursements of counsel) or other costs and expenses reasonably incurred in investigation damages (collectively, “Losses”) to the Purchaser caused by or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of (i) any inaccurate breach of any representation made by or on behalf warranty of The the Seller or any of the Company Shareholders contained in Article II of this Agreement; (ii) any breach of any agreement of the Seller or any of the Shareholders contained in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Related Agreements; (iii) the breach any liability or default in the performance by obligation of the Seller of any of nature (whether arising before or after the obligations to be performed hereunder. The Seller agrees to pay or reimburse Closing), other than liabilities reflected on the Purchaser for any payment made or amount payable or loss suffered or Final Closing Statement, liabilities under the Assumed Contracts incurred by the Purchaser at any time from and after the Closing Date, or other Purchased Liabilities; and (iv) any Tax incurred with respect to any period prior to the Closing (excluding Taxes which are in respect the nature of any Damages trust fund Taxes or similar Taxes which are collected from third parties and remitted to which the foregoing indemnity relatesappropriate Taxing authorities, provided that such amounts are actually so collected from third parties and so remitted). (b) If The Purchaser Indemnified Parties shall not be entitled to indemnification under this Section 5.3 until the aggregate amount of all Losses against which the Indemnified Parties are entitled to indemnification exceeds Ten Thousand Dollars ($10,000) (the “Basket”), following which the Purchaser Indemnified Parties shall be entitled to indemnification against all such Losses, including the first Ten Thousand Dollars ($10,000). Notwithstanding the foregoing sentence, the Purchaser Indemnified Parties are entitled to indemnification under this Section 5.3 for all Losses incurred as a result of any breach of or any claim shall be asserted against Purchaser by from a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification arising directly or indirectly with respect theretoto or in connection with the matters referred to in Sections 2.1, but 2.2, 2.3, 2.4(a)(i) or (a)(ii), 2.12 and 2.13. Losses referred to in the failure immediately preceding sentence will be neither subject to give this notice will not relieve nor counted against the Seller of any liability hereunder in respect of this claim. Basket. (c) The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved aggregate payments by the Seller Indemnifying Parties pursuant to this Section 5.3 shall in no event exceed the Purchase Price. (which approval d) Claims for indemnification pursuant to this Section 5.3 resulting from breaches of representations and warranties may not only be unreasonably withheld), asserted during the defense period of any survival (if any) of such claim or action, representations and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)warranties under Section 8.1.

Seller Indemnification. (a) The Seller agrees to will indemnify and hold Buyer, Buyer's directors, officers and employees harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability or expense (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably of litigation and reasonable attorneys' fees) (hereinafter "Damages") incurred in investigation or in attempting to avoid the same suffered by Buyer or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from any affiliate of Buyer as a result of (i) the incorrectness or breach of any inaccurate representation made by of the representations, warranties, covenants or on behalf agreements of The Seller or the Company contained in this Agreement or any certificate given on the Closing Date or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the assertion against Buyer of any liability of Seller; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Damages resulting from, arising out of, relating to, in the nature of, or caused by (A) the breach of any such representation or warranty listed above until the Buyer has Damages by reason of the warranties or agreements made by or on behalf all such breaches in excess of a $150,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyer from and against all such Damages relating back to the first dollar), or the Company for Damages in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoexcess of a maximum aggregate of $3,000,000, or (iiiB) the breach of the representations or default in the performance any violation of Environmental Laws and Regulations except caused by the Operations or, with respect to the Transferred Properties, which occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates. Without limiting the remedies available to Buyer to enforce the indemnities provided by this Section 5.1 and subject to the Escrow Agreement, Seller agrees that the amount of any Damages suffered by Buyer may be credited and set off against any sums of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser money at any time or from and after the Closing in respect time to time payable or deliverable by Buyer or its successors to Seller. Individual Damages of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which less than $5,000 shall not be unreasonably withheld)subject to indemnification and shall not count toward the aggregate threshold or the maximum aggregate. Seller shall have a further duty to indemnify Buyer for Damages incurred or suffered by Buyer arising out of or with respect to the environmental conditions listed on Exhibit 3.1l (to the extent the event or condition arose or occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates) and the litigation listed on Exhibit 3.1j, subject to the aggregate threshold, maximum aggregate and individual Damages threshold set forth above.

Seller Indemnification. Subject to the other terms and conditions of this Article VII, Seller shall indemnify Purchaser and its officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (aeach a “Purchaser Party” and collectively, the “Purchaser Parties” ) The Seller agrees to indemnify and hold each of them harmless Purchaser from and against and pay on behalf of or reimburse each of them from any and all Damages. “Damages,” as used hereinloss, shall include any claimLiability, action, demand, lossProceeding, cost, damage, deficiency, Tax, penalty, fine or expense, liability whether or not arising out of third party claims (joint or several)including interest, penalty and other damage, including, without limitationpenalties, reasonable counsel attorneys’ fees and other expenses, court costs and expenses reasonably incurred all amounts paid in investigation investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, each a “Loss”) which any such Purchaser Party may suffer, sustain or become subject to, as a result of, in attempting to avoid the same connection with or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from relating to: (i) any inaccurate inaccuracy in or breach of any representation or warranty made by Seller contained in this Agreement, the Xxxx of Sale or on behalf any Schedule of The Seller hereto or the Company any certificate delivered by Seller to Purchaser hereunder; (ii) any non-fulfillment, violation, breach or non-performance of any covenant or agreement made by Seller contained in this Agreement or the Xxxx of Sale; and/or (iii) any certificate or other document referenced in, this Agreement Excluded Liability. Seller and delivered pursuant hereto, (ii) Purchaser hereby acknowledge and agree that Parent shall be the breach only Purchaser Party entitled to enforce the rights and remedies of any Purchaser Party hereunder including, but not limited to, undertaking all actions and making all decisions under this Article VII and each Purchaser Party shall be irrevocably bound by the actions and/or decisions made by the Parent with regard thereto. Seller shall have no responsibility and/or obligation in responding to any correspondence and/or other communication including the filing of any legal documents and/or Proceedings of any Purchaser Party other than those of the warranties Parent and Seller shall have no liability to any Purchaser Party relating to any Parent’s actions and/or non-actions. Notwithstanding anything to the contrary provided herein or agreements made by or on behalf elsewhere and for the avoidance of doubt, neither Seller nor any other Person who was an employee, officer, director, consultant, independent contractor and/or an Affiliate of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against (nor shall be deemed to be) a Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Party hereunder.

Seller Indemnification. (a) The Seller agrees to shall, at its own cost, defend, indemnify and hold harmless Purchaser Buyer and each of Buyer’s officers, directors, employees, and agents (each a “Buyer Indemnitee”) from and against any and all Damages. “Damages,” as used hereindemand, shall include or any civil, criminal, administrative, or investigative claim, action, demandor proceeding (including arbitration) asserted, losscommenced or threatened against a Buyer Indemnitee (a “Buyer Claim”) regardless of the merit of such Buyer Claim, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from extent that such Buyer Claim is based on any assertion arising out of (i) any inaccurate representation made by or on behalf breach of The Seller or the Company Seller’s representations and warranties set forth in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant heretoAgreement, (ii) the a breach of any of the warranties or agreements made by or on behalf of the Seller or the Company Seller’s covenants set forth in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoAgreement, or (iii) the breach any fraud, gross negligence or default willful misconduct of Seller. Seller shall pay all judgments, awards, settlements, liabilities, damages, liens and claims, and all related costs, expenses and other charges suffered or incurred as a result of or in the performance by the Seller connection with a Buyer Claim as set forth above, including reasonable attorneys’ fees and disbursements, costs of investigation, litigation, settlement and judgment, and any taxes, interest, penalties and fines with respect to any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or foregoing incurred by the Purchaser at a Buyer Indemnitee with respect to any time from and after the Closing in respect of any Damages Buyer Claim subject to which the foregoing indemnity relatesindemnification hereunder. (b) If any claim shall be Buyer Claim or action is asserted against Purchaser that would entitle a Buyer Indemnitee to indemnification pursuant to this Section 8.1 (a “Buyer Proceeding”), such Buyer Indemnitee will give written notice thereof to the promptly to Seller (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure of a Buyer Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Seller demonstrates actual legal prejudice by a third party for which Purchaser intends such failure. Seller may elect to seek indemnification from direct the Seller under this Section, Purchaser shall given defense or settlement of any such Buyer Proceeding by giving written notice to the Buyer Indemnitee, which election will be effective immediately upon receipt by a Buyer Indemnitee of such written notice of election. Seller will have the right to employ counsel reasonably acceptable to the Buyer Indemnitees to defend any such Buyer Proceeding, or to compromise, settle or otherwise dispose of the nature same, if Seller deems it advisable to do so, all at the expense of Seller; provided that Seller will not settle, or consent to any entry of judgment in, any Buyer Proceeding without obtaining either: (i) an unconditional release of the claim asserted within forty-five Buyer Indemnitees from all liability with respect to all claims underlying such Buyer Proceeding; or (45ii) days after any executive officer of Purchaser learns the prior written consent of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice Buyer Indemnitees. Buyer Indemnitees will not relieve settle, or consent to any entry of judgment, in any Buyer Proceeding without obtaining the Seller prior written consent of any liability hereunder in respect of this claimSeller. The Purchaser shall have the exclusive right parties will fully cooperate with each other in any such Buyer Proceeding and will make available to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), each other any books or records useful for the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Buyer Proceeding.

Seller Indemnification. (a) The Seller agrees to indemnify and hold harmless Purchaser the Depositor, the Representative and each Underwriter and each person, if any, who controls the Depositor, the Representative or each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all Damages. “Damages,” as used hereinloss, shall include any liability, claim, actiondamage and expense whatsoever, demandas incurred, arising out of any untrue statement or alleged untrue statement of a material fact included in the Seller Information, the Subservicer Information or any similar information contained in the Prospectus or any amendment or supplement thereto, or the omission or alleged omission from the Seller Information or the Subservicer Information or such similar information of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, costliability, expenseclaim, liability damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Seller; and (joint or severaliii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the indemnified parties), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or in attempting proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from extent that any such expense is not paid under clause (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesabove. (b) If any claim Each indemnified party shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written give notice as promptly as reasonably practicable to the Seller of the nature any action commenced against it in respect of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser which indemnity may have a right of indemnification with respect theretobe sought hereunder, but the failure to give this notice will so notify the Seller shall not relieve the Seller of from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in respect any event shall not relieve it from any liability which it may have otherwise than on account of this claimindemnity agreement. The Purchaser Counsel to the indemnified parties shall have be selected by them, subject to the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which consent shall not be unreasonably withheld). The Seller may participate at its own expense in the defense of any such action; provided, however, that counsel to the Seller shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the Seller be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Seller shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (c) If at any time an indemnified party shall have requested the Seller to reimburse the indemnified party for fees and expenses of counsel, the Seller agrees that it shall be liable for any settlement of the nature contemplated by Section 3.01(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Seller of the aforesaid request, (ii) the Seller shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the Seller shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided, however, that the Seller shall not be liable for such settlement if it has notified the indemnified party in writing that it objects to the terms of such settlement within 30 days after receipt of the notice described in clause (ii) above or that it objects to the requested fees and expenses within 45 days after receipt of such request.

Seller Indemnification. (a) The Subject to the other terms and conditions of this Agreement, each Seller agrees to shall, jointly and severally, on a pro rata basis in accordance with such Seller’s Pro Rata Portion and solely from the Indemnity Escrow Account, as applicable, from and after the Closing, hold harmless, defend and indemnify each Buyer Indemnified Party from and hold harmless Purchaser against any and all Damages. “DamagesLosses arising out of or resulting from: (i) the inaccuracy in or breach of any of the Fundamental Representations; (ii) (A) the breach of or failure to perform any covenant or agreement of the Company contained in this Agreement that occurs prior to the Closing or (B) the breach of or failure to perform any covenant or agreement of the Sellers’ Representative contained in this Agreement; (iii) any Seller Taxes (other than with respect to S&U Taxes); (iv) the amount of any Closing Debt Amount that was not taken into account in calculating the Aggregate Closing Merger Consideration as finally determined pursuant to Section 2.09,” (v) the amount of any Closing Transaction Expenses Amount that was not taken into account in calculating the Aggregate Closing Merger Consideration as used hereinfinally determined pursuant to Section 2.09; (vi) (A) any inaccuracy, shall include errors or omissions in the Payment Allocation Schedule or any Additional Consideration Allocation Schedule, (B) any claim, actiondemand or other Proceeding by any current or former holder of any Ownership Interest of any of the Acquired Companies (including any Seller) (including any claims, demanddemands or other Proceedings relating to any payments that are made in accordance with the Payment Allocation Schedule or any Additional Consideration Allocation Schedule or the instructions of or allocations or distributions by the Sellers’ Representative) or any other Person (x) entitled (or claiming to be entitled) to any payment or amounts arising out of or in connection with this Agreement or the Contemplated Transactions in respect of any Ownership Interest of any of the Acquired Companies or any payment (other than the payment to the Sellers, lossin each case, costin accordance with the provisions of this Agreement and the Payment Allocation Schedule or any Additional Consideration Allocation Schedule, expense, liability (joint or severalas applicable), penalty or (y) relating to any instruction, action or omission of the Sellers’ Representative at any time in connection with this Agreement or the Contemplated Transactions, or (C) any claim, demand or other Proceeding by any Person arising out of or relating to deferred purchase price, holdback, earn-out, performance bonus or other contingent payment arrangement (including obligations for payments or issuances of units, options or other equity interests) arising out of or relating to any acquisition of any assets, business or other Person, business combination or similar transactions (including arising out of or relating to any Contractual Obligations listed or required to be listed on subsections (ix) and other damage(x) of Schedule 3.14(a)); and (vii) the payment of any “parachute payments” or “excess parachute payments” within the meaning of Section 280G of the Code in connection with the Contemplated Transactions, to the extent any such payments are paid by the Company or any of its Affiliates at or prior to the Closing or any Seller or any of their respective Affiliates, including, without limitation, reasonable counsel fees any loss of Tax deductions relating thereto and other costs any Tax penalties imposed due to the failure to correctly report any such payments or withhold in connection with the payment of any such payments. (b) In addition to, and expenses reasonably incurred without limitation to, each Indemnification Agreement Party’s obligations pursuant to Section 10.02(a), each Indemnification Agreement Party shall, severally and not jointly (on a pro rata basis in investigation accordance with such Person’s Indemnification Percentage), from and after the Closing, hold harmless, defend and indemnify each Buyer Indemnified Party from and against any and all Losses arising out of or resulting from the inaccuracy in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of Fundamental Representations, to the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default extent such Losses in the performance by aggregate exceed the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesExcess Coverage Limit. (bc) If any claim For purposes of this Article 10 (including for purposes of determining whether a representation or warranty has been breached and the amount of Losses subject to indemnification), the representations and warranties of the Company shall be asserted against Purchaser by a deemed to not be qualified by, and shall be interpreted without giving effect to, any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect.” (d) The Buyer Indemnified Parties shall be third party beneficiaries for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect purposes of this claim. The Purchaser Section 10.02 and shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by enforce the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)provisions hereof.

Seller Indemnification. (a) The From and after the Closing, the Seller agrees shall, subject to the limitations in this Article VIII, indemnify and hold harmless Purchaser against any Buyer and all Damages. its officers, directors, Affiliates, employees, agents and Representatives, including the Company (the “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or severalBuyer Indemnified Parties”), penalty from and other damageagainst all Losses paid, includingincurred, without limitationsuffered or sustained by the Buyer Indemnified Parties, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same any of them, directly or oppose the imposition thereof or in enforcing this indemnityindirectly, resulting from, arising out of, or relating to Purchaser from any of the following: (i) any inaccurate breach or failure to be true of, or inaccuracy in, any representation or warranty of the Company or the Seller contained in this Agreement, any Company Related Agreement or any Seller Related Agreement as of the date of this Agreement or as of the Closing Date, as if made as of such date, as the case may be; (ii) any breach of (A) any pre-Closing covenant, obligation or agreement by or on behalf of The Seller or the Company in this Agreement or any certificate Company Related Agreement or other document referenced in(B) any covenant, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties obligation or agreements made agreement by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Seller Related Agreement; (iii) any Pre-Closing Taxes, provided, however, that the breach Seller shall have no obligation to indemnify or default hold harmless the Buyer Indemnified Parties for (x) any Taxes resulting from any action taken by the Company or any of its Affiliates after the Closing on the Closing Date outside the ordinary course of business (other than as explicitly contemplated by this Agreement) or (y) any Incremental Taxes (as determined pursuant to Section 6.6); provided, further, that this Section 8.2(a)(iii) shall not apply with respect to Transfer Taxes, which shall be the subject of Section 6.6(c); (iv) any Seller Group Liabilities for which the Company is obligated, has guaranteed or indemnified, or for which the Company is otherwise liable as of the Closing and which, as of such date, remain outstanding, due and payable; (v) any Pre-Closing Leakage Amount, Transaction Expenses or Indebtedness of the Business remaining unpaid at the Closing that is not accounted for in the performance calculation of the Final Purchase Price, and the amount of any Net Asset Shortfall; (vi) any Liabilities arising from the Reorganization for which the Company is obligated, has guaranteed or indemnified, or for which the Company is otherwise liable as of or following the Closing and which, as of such date, remain outstanding, due and payable; (vii) any Potential Impairment Amount; provided, however, that with respect to any Losses under this Section 8.2(a)(vii) for which the Buyer Indemnified Parties have at any time following the Closing already been indemnified by the Seller in accordance with this Article VIII, the Company shall use commercially reasonable efforts to collect any accounts receivable that constituted the Potential Impairment Amount and the Company shall, promptly after receipt thereof, repay the Seller any amount so collected up to the amount of such indemnified Losses; and (viii) any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (bmatters described on Section 8.2(a)(viii) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Disclosure Schedule.

Seller Indemnification. (a) The Seller agrees to indemnify and hold Buyer harmless Purchaser at all times after the date hereof against any and in respect of: (a) Any and all Damages. “Damages,” as used hereinlosses, shall include damages, liabilities or deficiencies resulting from any claimmisrepresentation, actionbreach of warranty, demandor non-fulfillment of any representation, losscovenant or agreement of Seller under this Agreement, costand from any misrepresentation in, expenseor omission from, liability (joint any certificate or several), penalty and other damageinstrument furnished or to be furnished to Buyer, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred any liability or alleged liability for federal, state and/or local income, sales and/or employment taxes or withholdings of Seller on account of Seller's operation of the Assets; (b) Any claims of any nature whatsoever arising in investigation any manner out of any alleged liability or in attempting obligation of Seller which may be asserted or threatened against Buyer by reason of its acquisition of the Assets pursuant to avoid the same this Agreement; (c) Any claims for taxes, whether federal, state, local, sales, employment or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by otherwise arising out of audits of Seller or on behalf account of The Seller or Seller's operation of the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Assets; (iid) the Any claims against Buyer arising out of Seller's breach of any of the its representations and warranties or agreements made by or on behalf of the Seller or the Company in under this Agreement or any certificate or other document referenced in this Agreement Agreement; and, (e) Any and delivered pursuant heretoall actions, or (iii) the breach or default in the performance by the Seller of suits, proceedings, demands, assessments, judgments, costs, expenses and legal fees incident to any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse foregoing and/or arising on account of the Purchaser for any payment made or amount payable or loss suffered or incurred by Seller's operation of the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesAssets. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the 10.1 Buyer will promptly notify Seller of the nature existence of any claim, demand, or other matter to which Seller' indemnification obligations would apply, and will give them a reasonable opportunity to defend the claim asserted same at their own expense and with counsel of their own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If, within forty-five (45) days a reasonable time after any executive officer of Purchaser learns of this notice, Seller fail to defend, Buyer will have the assertion thereof and determines that the Purchaser may have a right of indemnification with respect theretoright, but not the failure obligation, to give this notice will not relieve undertake the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right defense of, and to conduct, through counsel of its own choosing, which counsel is approved by the Seller compromise or settle (which approval may not be unreasonably withheldexercising reasonable business judgment), the defense of any such claim or action, other matter on behalf and may compromise or settle such claims or actions with at the prior consent risk of Seller. If the claim is one that cannot by its nature be defended solely by Seller (which shall not be unreasonably withheldincluding any federal or state tax proceeding), Buyer will make available all information and assistance that Seller may reasonably request.

Seller Indemnification. (a) The Seller agrees to indemnify indemnify, defend, release, and hold Buyer, including its affiliates, and all of their respective directors, officers, employees, and agents, harmless Purchaser from and against any and all Damages. “Damages,” as used hereinactual out-of-pocket damages, shall include any claimlosses, penalties, interest obligations, liabilities (including tax liabilities), claims, judgments, causes of action, demanddeficiencies, losscosts, costand expenses (including reasonable attorney, expenseparalegal, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel investigation fees and other costs at trial and expenses reasonably on appeal) (collectively, “Losses”) asserted against, incurred in investigation or in attempting required to avoid be paid by the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from Buyer: (i) arising out or relating to the Retained Assets and Liabilities and the operation of the Seller's Business on or prior to the Closing Date other than as expressly assumed by Buyer under or pursuant to the terms of this Agreement and of which neither the Deductible nor the Liability Cap will apply; (ii) accruing prior to the date hereof, arising out of or relating to the Seller Assets being purchased by Buyer hereunder or on account of the Seller's failure to have paid, performed or observed any inaccurate representation obligation of the Seller under any of the Customer Contracts or the Purchase Orders prior to the Closing Date, other than the Assumed Liabilities; (iii) arising out of or relating to the breach of any representation, warranty, covenant or agreement made by or on behalf of The the Seller or the Company in this Agreement or in any document or certificate or other document referenced in, this Agreement and delivered pursuant hereto, to or in connection with this Agreement; (iiiv) the breach arising out of or relating to any of the warranties or agreements made by or on behalf of Lien against the Seller Assets being transferred and assigned to Buyer pursuant hereto arising after the date hereof out of, or based upon, any claim against the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered Seller not expressly assumed by Buyer pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates.; (bv) If arising out of or relating to any demands, assessments, judgments, costs, and reasonable legal and other expenses arising from or in connection with any action, suit, proceeding or claim shall be asserted against Purchaser whether brought by a third party for which Purchaser intends or otherwise, including any claw back from any shareholder of Seller incident to seek indemnification from any of the foregoing or otherwise incurred by Buyer; and (vi) as a result of any lawsuit against the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after or involving any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Assets based on a cause of action arising out of relating to events occurring prior to the date hereof.

Seller Indemnification. Seller shall indemnify, and hold Purchaser and its Related Parties (the “Purchaser Indemnified Parties”) harmless from, and will reimburse Purchaser, and it’s Related Parties for all Losses actually incurred by Purchaser or its Related Parties that result from or arise out of: (a) The A breach of Seller’s covenants, representations, warranties and agreements contained in this Agreement; and (b) Any Excluded Obligations or any other unassumed liabilities. Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting not be responsible to Purchaser from (i) Indemnified Parties for that portion, if any, of any inaccurate representation made by Loss arising under or on behalf of The Seller or the Company in relating to this Agreement that results directly from Purchaser’s or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of its designee’s failure to service any of the warranties Mortgage Loans after the Transfer Date in compliance with all Applicable Requirements, unless such failure is a result of or agreements made attributable to a breach by or on behalf Seller of its obligations under this Agreement. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims for which Purchaser is seeking indemnification by Seller under this Agreement (each, a “Purchaser Indemnity Claim”), provided, however the failure to timely give such notification will not affect the indemnification provided hereunder unless Seller is materially prejudiced by such failure and had no actual knowledge of such Purchaser Indemnity Claim and then only to the extent of such prejudice. Upon receipt of such notice of a Purchaser Indemnity Claim, Seller shall have the right to assume the defense of such Purchaser Indemnity Claim using appropriate counsel of Seller’s choice subject to the approval of Purchaser (such approval not to be unreasonably withheld); provided, however, Seller shall obtain the prior written approval of Purchaser before entering into any settlement of such Purchaser Indemnity Claim that includes any non-monetary relief, admission of liability, remedies or obligations that would be applicable to Purchaser or the Company Servicing Rights. Any exercise of such rights by Purchaser shall not relieve Seller of its obligations and liabilities under this Section 6.01 or any other provision of this Agreement. With respect to any Purchaser Indemnity Claim subject to indemnification under this Agreement, Purchaser agrees to use commercially reasonable efforts to cooperate and cause its Related Parties to use commercially reasonable efforts to cooperate in good faith with Seller to ensure the proper and adequate defense of such Purchaser Indemnity Claim at Seller’s expense. Except as specifically provided for in this Agreement Agreement, Purchaser may not claim any special, indirect, punitive or any certificate or other document referenced in this Agreement and delivered pursuant heretoconsequential damages (collectively, or (iii“Special Damages”) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to which the foregoing indemnity relates. Transactions contemplated, or relationship established, by this Agreement, or any act, omission or event occurring in connection herewith or therewith, and to the fullest extent permitted by law, Purchaser, hereby waives, releases and agrees not to xxx upon any such claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in its favor; provided, however, that the exclusions set forth in this paragraph above do not apply if and to the extent any such amounts are (bi) If any claim shall be asserted against actually incurred by Purchaser by Indemnified Parties in payment to a third party for which Purchaser intends or (ii) related to seek indemnification from any loss or threatened loss of the applicable Investor or Insurer approval due to a failure by Seller to comply with the terms of this Agreement. The obligations of Seller under this Section, Purchaser Section 6.01 shall given written notice to survive both the Seller Sale Date and the Transfer Date for the life of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Mortgage Loans.

Seller Indemnification. (a) The In connection with the Registration Statement in which a Seller is participating, each such Seller agrees to indemnify and hold harmless Purchaser harmless, to the same extent and in the same manner set forth in Section 10A.1, Buyer, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls Buyer within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement, or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Registration-Related Party"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise insofar as such Claim arises out of or is based upon any Violation, in each case to the extent (and all Damages. “Damages,” as used herein, shall include only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished to Buyer by such Seller expressly for use in connection with the Registration Statement; and such Seller will promptly reimburse any claim, action, demand, loss, cost, expense, liability (joint legal or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 10A.2 shall not apply to amounts paid in settlement of any Claim if such settlement is affected without the prior written consent of such Seller, which consent shall not be unreasonably withheld; provided, further, however, that a Seller shall be liable under this Section 10A.2 for only that amount of a Claim as does not exceed the net proceeds to such Seller as a result of the sale of Registrable Shares pursuant to the Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or such Indemnified Registration-Related Party. Notwithstanding anything to the Company contrary contained herein, the indemnification agreement contained in this Agreement or Section 10A.2 with respect to any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) preliminary prospectus shall not inure to the breach benefit of any Indemnified Registration-Related Party if the untrue statement or omission of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default material fact contained in the performance by preliminary prospectus was corrected on a timely basis in the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay prospectus, as then amendment or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatessupplemented. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (ai) The Principal and Seller agrees to shall jointly and severally indemnify Buyer and its respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless Purchaser from and against and pay on behalf of or reimburse such Buyer Parties in respect of any and all Damages. “Damages,” as used hereinloss, shall include any liability, damage, debt, obligation, deficiency, Tax, penalty, assessment, fine, claim, action, demand, cause of action or other loss, costfee, expensecost or expense of any kind or nature whatsoever, liability whether or not arising out of third party claims and regardless of when asserted (joint or several), penalty and other damage, including, without limitation, interest, penalties, reasonable counsel attorneys’ fees and other expenses, court costs and expenses reasonably incurred all amounts paid in investigation investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in attempting connection with, relating or incidental to avoid the same or oppose the imposition thereof or in enforcing this indemnityby virtue of, resulting to Purchaser from (iA) any inaccurate misrepresentation or the breach of any representation or warranty made by or on behalf of The the Seller or the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Seller or other document referenced inPrincipal to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, this Agreement and delivered pursuant heretoin each case, without giving effect to any materiality qualifier contained in Section 3.20, or (iiB) the breach of any of the warranties covenant or agreements agreement made by or on behalf of the Seller or the Company contained in this Agreement or Schedule hereto or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement. (ii) Principal and Seller shall jointly and severally indemnify the Buyer Parties and hold each of any them harmless from and against and pay on behalf of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing such Buyer Parties in respect of any Damages Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to which or incidental to or by virtue of: (A) the foregoing indemnity relates. (b) If breach of any claim shall be asserted against Purchaser representation or warranty made by a third party for which Purchaser intends Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification Buyer with respect thereto, but hereto or thereto in connection with the failure to give this notice will not relieve transactions contemplated hereby; or (B) the Seller breach of any liability hereunder covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim hereto or action, and may compromise or settle such claims or actions thereto in connection with the prior consent of the Seller (which shall not be unreasonably withheld)transactions contemplated hereby.

Seller Indemnification. (a) The Subject to the limitations set forth in this Article 11, and as otherwise expressly set forth herein, Seller hereby agrees to indemnify Buyer and Buyer's Subsidiaries, and their respective Affiliates, officers, directors, agents, representatives, successors, assigns, partners and employees (the "Buyer Indemnified Parties") against and agrees to hold the Buyer Indemnified Parties harmless Purchaser against from any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint Loss incurred or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation suffered by the Buyer Indemnified Parties arising out of or in attempting related to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) a Warranty Breach by Seller (provided that, in the event of any inaccurate representation made by such breach or on behalf inaccuracy, for purposes of The determining the amount of any Loss no effect will be given to any qualification as to "material," "materiality," "material adverse effect" or a "Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Material Adverse Effect" contained therein); (ii) the breach of any of the warranties or agreements made a Covenant Breach by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or Seller; (iii) the breach or default in Excluded Liabilities; (iv) any failure to comply with Laws relating to bulk transfers that are applicable to the performance by the Seller of any sale of the obligations Transferred Assets; (v) Seller's Special Environmental Indemnity pursuant to be performed hereunder. The Seller agrees to pay Section 11.3(d); or reimburse (vi) the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesmatters identified on Schedule 11.3(a). (b) If any claim Notwithstanding anything herein to the contrary, Seller shall have no Liability with respect to indemnification under this Agreement due to a Warranty Breach until the aggregate amount of Qualifying Losses (as defined below) incurred by the Buyer Indemnified Parties exceeds $1,000,000 (the "Threshold"), in which case the Buyer Indemnified Parties shall be asserted against Purchaser by a third party for which Purchaser intends entitled to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claimcompensation for all such Qualifying Losses. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which A Loss shall not be unreasonably withhelda "Qualifying Loss" eligible to be counted toward the Threshold unless such Loss, standing alone or in the aggregate with other Losses for substantially similar matters (over any time period during the survival period of the relevant representations and warranties), equals or exceeds $100,000, in which case it shall be counted from the first dollar. Notwithstanding the foregoing, any claims for a Warranty Breach with respect to Structural Representations shall not be subject to the foregoing Threshold and Qualifying Loss limitations. (c) Notwithstanding anything herein to the contrary, in no event shall Seller be liable for indemnification under this Agreement (i) for any Losses due to Warranty Breaches (other than with respect to Structural Representations), pursuant to this Article 11 or otherwise, for any amounts, individually or in the aggregate, in excess of 15% of the Purchase Price or (ii) for any Losses due to Warranty Breaches relating to Structural Representations, pursuant to this Article 11 or otherwise, for any amounts, individually or in the aggregate, which, when taken together with amounts paid for Losses with respect to Warranty Breaches pursuant to clause (i), exceed the Purchase Price. (d) Seller shall indemnify the Buyer Indemnified Parties for Seller's Special Environmental Indemnity. The term "Seller's Special Environmental Indemnity" shall mean the following:

Seller Indemnification. (a) The Seller agrees and Stockholder, jointly and severally, agree to indemnify indemnify, defend, release, and hold Purchaser and Member and their affiliates, subsidiaries or related companies, member and their directors, officers and employees harmless Purchaser from and against any and all Damages. “Damages,” as used hereindamages, shall include any claimlosses, penalties, interest obligations, liabilities (including tax liabilities), claims, judgments, causes of action, demanddeficiencies, losscosts, costclean up costs, expense, liability and expenses (joint or several), penalty and other damage, including, without limitation, including reasonable counsel attorneys’ fees and other costs and expenses reasonably costs) (“Damages”) asserted against, incurred in investigation or in attempting required to avoid the same be paid by Purchaser on account of or oppose the imposition thereof incident or in enforcing this indemnity, resulting to Purchaser from pursuant to: (i) breach of any inaccurate representation or warranty made by or on behalf of The Seller or the Company Stockholder in this Agreement Agreement, the Collateral Agreements or in any certificate document delivered by Seller or other document referenced in, Stockholder pursuant to or in connection with this Agreement and delivered pursuant hereto, Agreement; (ii) the breach of any of the warranties covenant or agreements obligation made by or on behalf of the Seller or the Company Stockholder in this Agreement Agreement, the Collateral Agreements or any certificate document delivered by Seller or other document referenced Stockholder pursuant to or in connection with this Agreement and delivered pursuant hereto, or Agreement; (iii) the breach business or default in the performance by the operations of Seller or any conduct or failure to act of Seller (or any of the obligations to be performed hereunder. The Seller agrees to pay its employees or reimburse the Purchaser for any payment made agents) before, at or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect including any tax liability resulting therefrom; (iv) the ownership, maintenance, use or operation of the Purchased Assets prior to or on the Closing Date; (v) releases, spills, discharges or leaks of oil, fuel, regulated, hazardous, or toxic substances, or other pollutants of any Damages kind in or on any real property owned, leased, operated or used by Seller that occurred on or before the Closing Date; (vi) the unauthorized disclosure of any terms of this Agreement or the transaction contemplated hereby; and (vii) any broker’s or finders fees due and payable to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect arising out of this claim. The Purchaser shall have Agreement or the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the transactions contemplated hereby where such party claims that it entered into an agreement with Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)Stockholder.

Seller Indemnification. (a) The Seller agrees to shall indemnify Purchasers and hold harmless Purchaser against the Project Buckeye Corporations from any and all Damages. “Damages,” as used hereinactual costs, shall include expenses, losses, damages and liabilities incurred or suffered by any claim, action, demand, loss, cost, expense, liability of them (joint or several), penalty and other damage, including, without limitation, reasonable counsel legal fees and other costs and expenses reasonably incurred in investigation expenses) resulting from or in attempting attributable to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any one or more of the warranties of Seller made in or agreements made pursuant to Articles III IV and V of this Agreement including any claims, demands, suits, investigations, proceedings or actions by any third party containing or on behalf relating to allegations that, if true, would constitute a breach of, or misstatement in, any one or more of the warranties of Seller made in or the Company in pursuant to Articles III, IV and V of this Agreement . This indemnity shall be the sole basis on which Purchasers, the Project Buckeye Corporations, any subsidiary of Purchasers, any holding company of Purchasers or any certificate employee or director of any such company may make a claim against Seller for breach of the warranties and shall be in substitution for any other document referenced in basis of claim that may otherwise be available. UK Purchaser and US Purchaser may not both recover for the same loss. For the avoidance of doubt it is hereby declared and agreed that Seller's liability pursuant to this Agreement Section 11.2 is to indemnify Purchasers and delivered pursuant hereto, or (iii) the breach or default Project Buckeye Corporations only for the actual losses they suffer and not in the performance case of Purchasers for any reduction in the value of the Project Buckeye Corporations where the actual loss has been or is otherwise reimbursed to the Project Buckeye Corporation pursuant to this clause and nor shall any actual loss suffered by the Seller of Purchaser or any of the obligations Project Buckeye Corporations entitle them to recover any multiple of such loss but Seller will be performed hereunder. The Seller agrees liable to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages costs relating to which the foregoing indemnity relates. (b) If discharge of any encumbrance that attaches to Sellers Shares at Closing. Notwithstanding any other provision hereof Seller may satisfy any liability to the Project Buckeye Corporations pursuant to this Section by making payment of the amount of such liability to Purchasers and Purchasers shall procure that any claim shall be asserted against Purchaser by is made in a third party for which Purchaser intends manner so as to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld)permit this.

Seller Indemnification. (a) The Subject to the limitations set forth in Section 7.4 below, Seller agrees to indemnify and hold harmless Purchaser Bridgeline Digital and its officers, directors, agents and employees to the fullest extent lawful, from and against any and all Damages. “Damages,” as used hereinactions, shall include any claimsuits, actionclaims, demandcounterclaims, lossproceedings, costcosts, expenselosses, liability (joint or several)liabilities, penalty obligations, demands, damages, judgments, amounts paid in settlement and other damagereasonable expenses, including, without limitation, reasonable counsel attorneys’ fees and other costs and expenses reasonably disbursements (hereinafter collectively referred to as a “Claim,” “Loss” or “Losses”) suffered or incurred in investigation by Bridgeline Digital to the extent relating to or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from arising out of: (i) any inaccurate representation inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by Seller herein or the Transaction Documents or failure of any certificate, document or instrument delivered by or on behalf of The Seller pursuant hereto or in connection herewith to be true and correct as of the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, Closing; (ii) any acts or omissions of Seller relating to the breach of any operations, ownership, condition or conduce of the warranties Assets prior to the Closing; and (iii) any liabilities or agreements made by or on behalf obligations of the Seller not included as Assumed Liabilities. Notwithstanding the foregoing, to the extent that Bridgeline Digital receives and collects any insurance proceeds relating to a Claim or Loss covered by insurance purchased by Seller prior to the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant heretoClosing, or (iii) the breach or default in the performance then Bridgeline Digital’s claim for indemnification hereunder shall be reduced, dollar-for-dollar, by the Seller amount of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser such proceeds received by Bridgeline Digital for any payment made insurable Claim or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relatesLoss. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) The 12.1.1 Subject to the limitations, qualifications and other provisions of this Article 12, from and after the Closing, each Corporate Seller agrees to shall indemnify and hold harmless Purchaser the Company, Buyer and each of Buyer's directors, officers and employees ("Buyer Representatives", and together with the Company and Buyer, the "Buyer Indemnified Group"), from and against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability costs or expenses (joint or severalincluding reasonable attorneys' fees), penalty judgments, fines, losses, claims and other damagedamages (collectively, including"Damages"), without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid by any member of the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser Buyer Indemnified Group which result from (i) any inaccurate breach of any representation made by or on behalf warranty of The Seller or the Company contained in this Agreement Article 3 or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any failure of the warranties Company to perform any covenant or agreements agreement made by or on behalf of the Seller or the Company in under this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations that is required to be performed hereunder. The Seller agrees prior to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by Closing. 12.1.2 Subject to the Purchaser at any time limitations, qualifications and other provisions of this Article 12, from and after the Closing in respect Closing, each Seller shall, severally and not jointly, indemnify and hold harmless each member of the Buyer Indemnified Group from and against any Damages incurred by any member of the Buyer Indemnified Group which result from (i) any breach of any Damages representation or warranty of such Seller contained in Article 4 or (ii) the failure of such Seller to which the foregoing indemnity relates. (b) If perform any claim shall be asserted against Purchaser covenant or agreement made by a third party for which Purchaser intends to seek indemnification from the such Seller under this Section, Purchaser shall given written notice Agreement. 12.1.3 Subject to the limitations, qualifications and other provisions of this Article 12, from and after the Closing, each Corporate Seller shall indemnify and hold harmless each member of the nature Buyer Indemnified Group from and against Damages incurred by such member of the claim asserted within forty-five (45) days Buyer Indemnified Group which result from the ownership or operation of any assets or any entities sold by the Company pursuant to the Reliant Purchase Agreement. 12.1.4 Subject to the limitations, qualifications and other provisions of this Article 12, from and after the Closing, each Corporate Seller shall indemnify and hold harmless the Buyer Indemnified Group from and against Damages incurred by any executive officer of Purchaser learns member of the assertion Buyer Indemnified Group which result from the ownership or operation of any assets or any entities that constitute a part of any International Entity (excluding (i) any retained liabilities related to any assets or entities that constitute a part of any International Entity, to the extent such retained liabilities are reflected in the calculation of the After-Tax Gain or Loss resulting from any International Sale and (ii) discrepancies between the Closing Book Value of such assets and the Book Value of such assets); including, without limitation, any payment made by the Company or any Subsidiary of the Company pursuant to any indemnification provisions set forth in any purchase agreement, merger agreement or similar agreement pursuant to which any International Sale shall have been consummated, other than the payment obligations described in Section 2.3.4. 12.1.5 Subject to the limitations, qualifications and other provisions of this Article 12, from and after the Closing, each Corporate Seller shall indemnify and hold harmless each member of the Buyer Indemnified Group (other than Penn Hydroelectric, Inc. and its direct and indirect Subsidiaries, Allegheny Hydro No. 8, Inc., Allegheny Hydroelectric, Inc., Allegheny Hydro Xx. 0, Xxx., Xxxxxxxxx Xxxxx Xx. 0, L.P. and Allegheny Hydro No. 9, L.P. (collectively, the "Allegheny Entities")) from and against Damages incurred by such member of the Buyer Indemnified Group resulting from claims by New York State Electric and Gas Corporation ("NYSEG") against the Company or any of its Subsidiaries (other than the Allegheny Entities) with respect to the obligations of the Allegheny Entities under the Power Purchase Agreements between Allegheny and NYSEG, but excluding any litigation costs incurred by the Company or any of its Subsidiaries in connection with the matters set forth in item 1 of Schedule 3.6. 12.1.6 Subject to the limitations, qualifications and other provisions of this Article 12, each Corporate Seller shall indemnify and hold harmless each member of the Buyer Indemnified Group from and against Damages incurred by such member of the Buyer Indemnified Group which result from the consummation of one or more transactions described in Section 2.6.2 and 2.6.3. 12.1.7 Subject to the limitations, qualifications and other provisions of this Article 12, Vivendi shall indemnify and hold harmless each member of the Buyer Indemnified Group from and against Damages incurred by such member of the Buyer Indemnified Group which result from the consummation of the transactions described in Section 2.6.1. 12.1.8 Subject to the limitations, qualifications and other provisions of this Article 12, each Corporate Seller shall indemnify and hold harmless each member of the Buyer Indemnified Group any Damages incurred by such member of the Buyer Indemnified Group in any year that are directly related to the matters set forth in item 4 of Schedule 3.6, including, without limitation, any other investigation, action or proceeding initiated by any Person relating to the conduct referred to in such item 4 of the Company or any of its Subsidiaries, if and to the extent that such Damages exceed $1,000,000 in such year. For purposes of this Section 12.1.8, a "year" shall mean any period commencing on the Closing Date or any anniversary thereof and determines that ending on the Purchaser may have a right of indemnification with respect thereto, but date immediately prior to the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent next succeeding anniversary of the Seller (which shall not be unreasonably withheld)Closing Date.