Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. Each Seller, jointly and severally, will fully indemnify and hold harmless Purchaser, its officers, directors, employees and affiliates against and in respect of any and all liabilities, losses, damages, deficiencies, costs, or expenses (including, without limitation, the reasonable fees and expenses of investigation and counsel) (collectively, "Losses") resulting from: (a) any misrepresentation or breach or alleged breach of any representation, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date.

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the limitations described in Section 12.4 in the event this Agreement is terminated by AirTran pursuant to Section 12.3 hereof, Sellers hereby jointly and severally, will fully severally agree to indemnify and hold harmless Purchaser, its AirTran and all officers, directors, directors and employees and affiliates Affiliates of AirTran (collectively, the “Indemnified Parties”) from and against and in respect of any and all liabilities, losses, damagesand damages and attorney’s fees, deficiencies, court costs, or and other out-of-pocket expenses (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) the failure of any representation or warranty of Sellers contained in this Agreement to have been true when made and as of the Closing Date; (ii) the breach of any covenant or agreement of the Sellers in this Agreement or any Ancillary Agreement to which Sellers, or either of them is a party, in each case to the extent not waived by each of the Indemnified Parties; (iii) the Retained Liabilities; and (iv) any loss, damage, liability, claim, demand or litigation made or brought against or incurred by or imposed upon AirTran or the Transferred Assets related to or arising out of any acts, omissions, conditions, occurrences, liabilities, taxes, duties, claims, demands or litigation existing or occurring on or prior to the Closing Date, including, without limitation, the reasonable fees and expenses arising out of investigation and counselor related to any matter disclosed on Schedule 6.16(a) (collectively, "Losses") resulting from: (a) any misrepresentation or breach or alleged breach of any representation, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement;hereto. (b) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, Any Indemnified Party seeking indemnification under this Agreement shall notify the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any Sellers of the Retained Liabilities; (d) basis upon which the Indemnified Party makes a claim for indemnification hereunder within a reasonable time after AirTran becomes aware of the incurrence of any liability or obligation resulting fromsuch Loss; provided, relating tohowever that an Indemnified Party’s failure to give such notice, or arising out of to give such notice within a breach of warranty or similar claim relating reasonable time, shall not adversely affect such Indemnified Party’s right to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Dateindemnification for such Loss.

Seller’s Agreement to Indemnify. Each SellerUpon the terms and subject to the conditions of this Article XII, Seller Parent and Company agree, jointly and severally, will fully indemnify to indemnify, defend and hold harmless PurchaserBuyer Parent, its Buyer, their Affiliates and their respective directors, officers, directors, employees and affiliates representatives (collectively, "Buyer Indemnitees"), at any time and from time to time after the Initial Closing, from and against and in respect all demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficienciesLiabilities, costscosts and expenses, or expenses (includingincluding interest, without limitation, the penalties and reasonable attorneys' fees and expenses of investigation and counsel) (collectively, "LossesDamages") ), asserted against, resulting to, imposed upon or incurred by Buyer Indemnitees, directly or indirectly, by reason of, resulting from: , arising out of or relating to: (a) any misrepresentation or breach or alleged breach of any representation, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; Excluded C Liabilities; (b) any claims, proceedings, actions breach of any representation or investigations made or brought by third parties based on or arising from acts, omissions or states warranty of fact relating to either Seller, the Assets Seller or the Business Company contained in or made pursuant to this Agreement or any Seller Related Instrument (which for purposes of this Article XII shall not include the Excepted Ancillary Agreements, it being the intent of the parties that the representations, warranties, covenants and occurring other agreements contained in such Excepted Ancillary Agreements be independent of this Agreement for purposes of this Article XII) or in existence prior any facts or circumstances constituting such a breach (disregarding for the purpose of quantifying any such Damages, all qualifications therein with respect to the Operating Expiration Date; materiality or Material Adverse Effect, except for Section 5.04); (c) the failure any breach of either any covenant or agreement of Sellers or Company contained in or made pursuant to this Agreement or any Seller to pay, perform Related Instrument or discharge when due any of the Retained Liabilities; facts or circumstances constituting such breach; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateExcluded C Assets; and (e) any liability or obligation resulting fromfailure by Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; (f) the business of C Israel, relating to, or to the extent arising out of any product liability event, circumstance or similar claim relating to any goods, products condition occurring or machinery which have been manufactured by either Seller on or existing prior to the Operating Expiration Initial Closing Date, including any violation of applicable Law resulting from the C Israel Loan Repayment; or (g) any of the 300 Madison Liabilities (the items referred to in clauses (a) through (f) being collectively referred to herein as the "Buyer Claims"). No indemnification payment required to be made pursuant to this Section 12.03 shall be subject to any right of setoff, counterclaim, defense, abatement, suspension, deferment or reduction on an unrelated claim.

Seller’s Agreement to Indemnify. Each SellerSubject to the provisions of this Article VII, from and after the date hereof, Sellers shall, jointly and severally, will fully indemnify indemnify, defend and hold harmless Purchaser, Buyer and its Affiliates and their respective officers, directors, employees partners, members, managers, employees, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, the “Buyer Indemnitees”) from and against and in respect all liability, demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable outside attorneys’ fees and expenses of investigation and counselexpenses) (collectively, "Losses"“Buyer Damages”) resulting fromasserted against or incurred by any Buyer Indemnitee as a result of or arising out of: (a) any misrepresentation or a breach or alleged breach of any representation, warranty, covenant or agreement by either Seller of any representation or warranty made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided by Sellers in this Agreement; (b) a breach by either Seller of any claims, proceedings, actions covenant or investigations agreement made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or Sellers in existence prior to the Operating Expiration Datethis Agreement; (c) the failure Acquired Assets, but only to the extent any claim for indemnity arises out of either Seller to pay, perform an event that arose or discharge when due any of occurred before the Closing and is not an Assumed Liability; (d) the Retained Liabilities; (de) Seller’s failure to provide or discharge any and all notifications, benefits and Liabilities to employees and Governmental Entities required by the WARN Act or by any other Applicable Law relating to plant closings or employee separations or severance pay that are required to be provided before or (other than as it relates to the Continuing Employees) after the Closing, as a result of the transactions contemplated by this Agreement; (f) any liability financial advisory and finders’ fees incurred by reason of any action taken by Sellers or obligation resulting from, relating to, or otherwise arising out of a breach of warranty or similar claim relating the transactions contemplated by this Agreement by any Person claiming to any goods, products or machinery which have been manufactured engaged by either Seller such party, including any Person set forth on or prior to the Operating Expiration DateSchedule 3.23; andor (eg) Sellers’ Taxes, whether or not any liability applicable event or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller circumstance is disclosed on or prior to the Operating Expiration DateSchedule 3.13.

Seller’s Agreement to Indemnify. Each SellerUpon the terms and subject to the conditions of this Article XI, jointly and severallySeller shall indemnify, will fully indemnify defend and hold harmless Purchaser, Buyer and its officers, directors, employees employees, agents and affiliates (including the Company, from and after the Closing) at any time after the Closing, from and against and in respect all demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficienciesliabilities, costsdimunition in value, or expenses (lost profits, costs and expenses, including, without limitation, the interest, penalties and reasonable attorneys' fees and expenses of investigation and counsel) (collectively, "LossesDamages") asserted against, resulting from: to, imposed upon or incurred by Buyer or such other persons by reason of or resulting from (ai) any misrepresentation or breach or alleged (A) a breach of any representation, warranty, covenant representation or agreement by either warranty of Seller or the Company contained in or made in pursuant to this Agreement (includingother than those contained in Section 4.12 in respect of Taxes) or (B) a breach of any representation or warranty of Seller or the Company contained in Sections 3.4, without limitation4.5, 4.10, 4.16 or 4.17(a)(ii), modified for purposes of this clause (B) to be brought down to the Schedules Closing Date (i.e., all references to "as of the date hereof" in any such section shall be ignored for purposes of determining whether the representation or warranty in such section has been breached for purposes of this Section 11.2 and Exhibits Section 11.3); (ii) (A) any financial penalty, monetary penalty or monetary liability (whether or not imposed solely on the Company and the Subsidiaries) or (B) any business conduct restriction that is imposed solely on the Company and the Subsidiaries, in each case arising from or relating to the matters identified in Section 11.2(ii) of the Company Disclosure Schedule, and in each case whether imposed by a Governmental Authority, voluntarily agreed to as part of a settlement with any person or rendered as a judgment in any civil action, but, in the case of settlements only to the extent that Seller has consented in writing to such settlement, such consent not to be unreasonably withheld; (iii) the conduct of the individuals set forth in Section 11.2(iii) of the Company Disclosure Schedule while they were employees of the Company or any Subsidiaries and the termination of employment of such individuals by the Company; (iv) other than such for which indemnification is provided in Section 7.6, non-fulfillment of any agreement or covenant of Seller or the Company contained in or made pursuant to this Agreement and the certificates delivered under this Agreement) ; or as provided in this Agreement; (bv) any claims, proceedings, actions worker's compensation claim or investigations made action or brought by third parties based on any other claim or arising from acts, omissions action in respect of insured losses solely to the extent such claim or states action relates to or arises out of fact relating to either Seller, the Assets or the Business and events occurring or in existence prior to the Operating Expiration Date; Closing Date (ccollectively, "Buyer Claims"). The parties agree that Buyer Claims under Section 11.2(v) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior shall constitute Third-Party Claims for purposes and subject to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out requirements of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateSection 11.7(c)(B).

Seller’s Agreement to Indemnify. Each SellerSeller shall each, ------------------------------- jointly and severally, will fully indemnify Buyer and hold harmless Purchaser, its each of Buyer's officers, directors, employees employees, agents, representatives, affiliates, successors and affiliates permitted assigns (collectively, the "Buyer Parties") and hold each of them harmless from and ------------- against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, demand, claim, Action, cause of action, cost, damage, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses, court costs and all liabilitiesreasonable amounts paid in investigation, losses, damages, deficiencies, costs, defense or expenses (including, without limitation, settlement of any of the reasonable fees and expenses of investigation and counselforegoing) (collectively, "Losses") resulting fromwhich any such Buyer Party may ------ suffer, sustain or become subject to, as a direct result of: (a) any misrepresentation or breach or alleged i. the material breach of any representationrepresentation or warranty made by Seller contained in this Agreement, warrantythe other transaction documents, any Exhibit or Schedule of the Disclosure Memorandum, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the Closing, provided, however, Buyer shall not be entitled to reimbursement for claims by third parties unless the third party prevails in its claim against Buyer; ii. the breach of any covenant or agreement made by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided contained in this Agreement, the other transaction documents, any Exhibit or Schedule of the Disclossure Memorandum or any certificate delivered by Seller or any Equityholder to Buyer with respect hereto or thereto in connection with the Closing; (b) iii. any claimsclaim for payment of fees and/or expenses as a broker or finder in connection with the origin, proceedings, actions negotiation or investigations made or brought by third parties based on or arising from acts, omissions or states execution of fact relating to either Seller, the Assets this Agreement or the Business other transaction documents or the consummation of the transactions contemplated hereby based upon any alleged agreement, arrangement or understanding between the claimant and occurring Seller or in existence prior to the Operating Expiration Dateany of their respective agents or representatives; iv. any Excluded Liability or Excluded Asset (c) or the failure assertion of either Seller to payany Action, perform demand, proceeding, investigation or discharge when due claim by any of the Retained Liabilities; (d) any liability third party or obligation Governmental Entity against Buyer relating to, resulting from, relating toin connection with, incidental to or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out virtue of any product liability Excluded Liability or similar claim relating to Excluded Assets); or v. any goodsenvironmental remediation liabilities, products claims or machinery which have been manufactured enforcement actions by either Seller on or prior to the Operating Expiration Date.NJDEP against the assets of Aviation regarding the Environmental Matters described in Section 4(m) as further detailed in Disclosure Memorandum, Schedule A.

Seller’s Agreement to Indemnify. Each SellerUpon the terms and subject to the conditions of this Article X, Seller Parent and Company agree, jointly and severally, will fully indemnify to indemnify, defend and hold harmless PurchaserBuyer Parent, its Buyer and their respective directors, officers, directorsemployees, employees representatives and affiliates Affiliates (collectively, "Buyer Indemnitees"), at any time and from time to time after the Applicable Closing, from and against and in respect all demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficienciesliabilities, costscosts and expenses, or expenses (includingincluding interest, without limitation, the penalties and reasonable attorneys' fees and expenses of investigation and counsel) (collectively, "LossesDamages") ), asserted against, resulting to, imposed upon or incurred by Buyer Indemnitees, directly or indirectly, by reason of or resulting from: : (a) liabilities, obligations or claims of or against Seller Parent, Company or any misrepresentation of their Affiliates or breach relating to the Asset Management Business or alleged the Asset Management Assets (whether absolute, accrued, contingent or otherwise) existing as of the Applicable First Closing Date or arising out of facts, conditions or circumstances occurring prior to the Applicable Closing Date, whether or not such liabilities, obligations or claims were known or disclosed at the time of the Applicable Closing (other than the Assumed Liabilities); (b) breach of any representationrepresentation or warranty of Seller Parent or Company contained in or made pursuant to this Agreement or any facts or circumstances constituting such a breach (disregarding for this purpose all qualifications therein with respect to knowledge, warranty, materiality or Material Adverse Effect); (c) breach of any covenant or agreement by either of Seller Parent or Company contained in or made in this Agreement (including, without limitation, the Schedules and Exhibits pursuant to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claims, proceedings, actions facts or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; circumstances constituting such breach; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateExcluded Assets; and (e) any liability of the Excluded Liabilities; or (f) any failure by Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby (the items referred to in clauses (a) through (f) being collectively referred to herein as the "Seller Claims"); provided, however, that Seller Parent and Company shall have no obligation resulting fromto indemnify the Buyer Indemnitees for any Seller Claims until the Buyer Indemnitees have suffered Damages pursuant to this Section 10.03 and Section 10.03 of the Brokerage Asset Purchase Agreement in excess of $1,000,000 in the aggregate with all other Seller Claims hereunder and thereunder at which point Seller Parent and Company shall be obligated to indemnify the Buyer Indemnitees for all Damages which exceed $1,000,000. In satisfaction of any indemnity obligations to Buyer Parent, relating toBuyer or any of their direct or indirect subsidiaries, Seller may, in its discretion, (A) pay any amounts payable pursuant to this Section 10.03 in cash, or arising out (B) reduce by such amounts the then outstanding principal amount of first, the First Exchangeable Debenture, second, the Interim Debenture, third, the Zero Coupon Note, and fourth, any product liability other debt owed by Buyer Parent, Buyer or similar claim relating any of their Affiliates to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateSeller.

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the limitations, conditions, and provisions set forth herein, Purchasers shall be entitled, from and after the Effective Time, to indemnification by Sellers, jointly and severally, will fully indemnify and hold harmless Purchaserfor all demands, its officersclaims, directors, employees and affiliates against and in respect of any and all liabilitiesactions, losses, damages, deficienciesliabilities, costs, and expenses, including interest, penalties, reasonable costs of investigation, and reasonable attorneys' fees, asserted against or expenses incurred by Purchasers or any of their respective shareholders, officers, directors, Affiliates, employees and agents (includingthe "Purchasers' Indemnitees"): (i) resulting from a breach of any representation or warranty of Sellers contained in this Agreement or any of the other Transaction Agreements; (ii) resulting from a breach of any covenant or agreement of Sellers or the Principals contained in this Agreement or any of the other Transaction Agreements (including without limitation those obligations contained in SECTION 1.8 and SECTION 6.2 hereof); (iii) related to Sellers' operation of the Business or any other operations prior to the Effective Time; (iv) resulting from Warranty Claims; (v) with respect to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, without limitationsuspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior to the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior to the Closing Date; (vii) any and all current claims and/or claims arising up to and including the Effective Time under the BC Employment Standards Act, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) subject to Article VI, liability to any employee, past or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting on behalf of Sellers, the reasonable fees Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any period ending on or before the Effective Time; (xi) resulting from any consent not obtained as contemplated by SECTION 1.4; and/or (xii) any and expenses all claims that the services provided, the business conducted, and products sold in connection with the Business infringe on the Intellectual Property of investigation and counselany third party (regardless of whether such third parties are listed on SECTION 4.16 of the Disclosure Schedule) (collectively, the "LossesPurchasers' Damages") resulting from: (a) any misrepresentation or breach or alleged breach of any representation, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement;). (b) any claimsPurchasers' Indemnitees shall have the right to Purchasers' Damages upon written notice delivered by Purchasers to Sellers or the Principals pursuant to this Section 8.2(b) that sets forth, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Sellerthe extent known to Purchasers, the Assets or basis for the Business claim for indemnification and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any an estimate of the Retained Liabilities; (damount thereof. Except for claims arising under Sections 2.2(b) any liability or obligation resulting from2.3, relating to, or arising out Purchasers' Indemnities shall first exhaust all Escrowed Assets available under the Escrow Agreement pursuant to its terms before proceeding against the Sellers for recovery of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DatePurchasers' Damages.

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the terms and conditions set forth herein, jointly from and severallyafter the Closing, will fully Seller shall indemnify and hold harmless PurchaserBuyer and its directors, its officers, directorsemployees, employees affiliates, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against and in respect all liability, demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' fees and expenses of investigation and counselexpenses) (collectively, collectively "LossesBuyer Damages") resulting fromasserted against or incurred by any Buyer Indemnitee as a result of, relating to or arising out of the following: (ai) any misrepresentation or breach or alleged a breach of any representation, warranty, obligation or covenant or agreement by either Seller made contained in this Agreement (includingwhen made or at and as of the Closing as though such representations, without limitationwarranties, agreements and obligations were made at and as of the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this AgreementClosing; (bii) any claimsof the Excluded Liabilities or any other liability or obligation of Seller not expressly assumed by Buyer under this Agreement regardless of whether or not such events constitute a breach of a representation or warranty hereunder; (iii) any Environmental Condition resulting from Seller's or its predecessors' ownership or operation of the Business or the real property owned or leased by the Business arising under or related to compliance with any Environmental Laws or Environmental Permits (as such laws and permit requirements exist on the Closing Date), proceedingsin each case existing prior to Closing, actions whether or investigations made not known to Buyer or brought by third parties based on to Seller at the time of Closing and regardless of whether or not such events constitute a breach of a representation or warranty hereunder; and (iv) any event, fact or condition relating to or arising from actsthe ownership, omissions control, management or states operation of fact relating to either Seller, the Assets Business or the real property owned or leased by the Business and or the other assets of the Business or otherwise arising or occurring or in existence prior to the Operating Expiration Date; (c) the failure Closing Date regardless of either whether Seller to payor Buyer had knowledge or was aware thereof, perform and regardless of whether or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of not such events constitute a breach of a representation or warranty or similar claim relating to any goodshereunder, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Closing Date, including without limitation those arising under the Comprehensive Environmental Response, Cleanup and Liability Act, as amended (as such laws exist as of the Closing Date); andprovided, that in no case shall the provisions of this Section 9.2 relieve Buyer of its obligations to assume, discharge and pay the Assumed Liabilities. (eb) any liability Seller's obligations to indemnify the Buyer Indemnitees pursuant to clause (i) of Section 9.2(a) hereof with respect to a breach of a representation, warranty, obligation or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior covenant contained in this Agreement are subject to the Operating Expiration Date.following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $250,000 and, in such event, indemnification shall

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the terms and conditions set forth herein, jointly from and severallyafter the Closing, will fully Seller shall indemnify and hold harmless Purchaser, its officers, Purchaser and the directors, officers and employees of its general partner, affiliates, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, "Purchaser Indemnitees") from and against and in respect all liability, demands, claims actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' fees and expenses of investigation and counselexpenses) (collectively, "LossesPurchaser Damages") resulting from: asserted against or incurred by any Purchaser Indemnitee as a result of or arising out of (ai) those matters set forth in Schedule 2.8 and any misrepresentation accident, explosion or breach or alleged other similar catastrophic event that occurs prior to Closing, (ii) a breach of any representationrepresentation or warranty contained in Article II of this Agreement, warranty, (iii) a breach of any agreement or covenant or agreement by either of Seller made set forth in this Agreement Agreement, or (includingiv) any liability for employment matters, without limitationincluding those arising from employee benefit plans, existing as of the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or Closing. Purchaser agrees that, except as provided in Section 7.5, the indemnification provided in this Section 7.2 is the exclusive remedy for money damages for a breach by Seller of any representation or warranty contained in Article II, any covenant contained in Article IV and with respect to any of the transactions contemplated in this Agreement;. (b) Seller's obligations to indemnify Purchaser Indemnitees pursuant to clause (ii) of Section 7.2(a) hereof with respect to a breach of a representation or warranty contained in this Agreement are subject to the following limitations: (i) Except with respect to a breach of the representations and warranties set forth in Sections 2.2, 2.4, 2.8, 2.12. 2.20 and any claimsclaim based on fraud, proceedingsno indemnification shall be made by Seller with respect to any claim unless (A) the amount of such claim exceeds $10,000 and (B) the aggregate amount of Purchaser Damages under all claims exceeds $1,000,000 and, actions in such event, indemnification shall be made by Seller only to the extent the aggregate amount of Purchaser Damages exceed $1,000,000, it being understood that such amount shall be a "deductible" for Seller; (ii) In no event shall Seller's aggregate obligation to indemnify Purchaser Indemnitees exceed 10% of the Purchase Price; (iii) The amount of any Purchaser Damages shall be reduced by (A) any tax credit, relief, set-off, deduction, right to repayment or investigations other tax benefit which shall become available to and realizable by a Purchaser Indemnitee with respect thereto, and (B) any amount received by a Purchaser Indemnitee with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor. Purchaser Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Purchaser Indemnitee receives an amount under insurance coverage or from such other party with respect to Purchaser Damages at any time subsequent to any indemnification provided by Seller pursuant to this Section 7.2, then such Purchaser Indemnitee shall promptly reimburse Seller for any payment made or brought expense incurred by third parties based on or arising from actsSeller in connection with providing such indemnification up to such amount received by such Purchaser Indemnitee, omissions or states but net of fact relating any expenses incurred by such Purchaser Indemnitee in collecting such amount; (iv) Seller shall be obligated to either Seller, the Assets or the Business and occurring or in existence indemnify Purchaser Indemnitees only for those claims giving rise to Purchaser Damages as to which Purchaser Indemnitees have given Seller written notice prior to the Operating Expiration Dateend of the Indemnity Period in the event that the Indemnity Period applies to such Purchaser Damages. Any written notice delivered by a Purchaser Indemnitee to Seller with respect to Purchaser Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Purchaser Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof; (cv) the failure In no event shall Seller be liable for special, indirect, incidental or consequential losses or damages of either any kind whatsoever, even if Seller to pay, perform or discharge when due any has been advised of the Retained Liabilities; (d) any liability possibility of such losses or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Datedamages; and (evi) any liability or In connection with Seller's obligation resulting fromto indemnify Purchaser Indemnitees, relating toPurchaser agrees to make available to Seller, or arising out at reasonable times and places, such employees of any product liability or similar claim relating to any goodsthe Company and such records of the Company, products or machinery which have been manufactured by either Seller on or in each case as of the time immediately prior to the Operating Expiration DateClosing, to assist Seller in the preparation and investigation of such obligation.

Seller’s Agreement to Indemnify. Each (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller, jointly or if Seller shall be wound-up and severallydissolved or shall otherwise cease to exist or shall otherwise fail to satisfy its obligations hereunder, will fully the Seller Shareholders, shall indemnify and hold harmless PurchaserBuyer and its successors and assigns from and against all liability, its officersdemands, directorsclaims, employees and affiliates against and in respect actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' and accountant's fees and expenses of investigation and counselexpenses) (collectively, collectively "LossesBuyer Damages") resulting fromasserted against or incurred by Buyer and its successors and assigns as a result of, relating to or arising out of the following: (ai) any misrepresentation or breach or alleged a breach of any representation, warranty, obligation, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided contained in this Agreement; (bii) any claimsof the Excluded Assets or the Excluded Liabilities or any other liability or obligation of Seller not expressly assumed by Buyer under this Agreement regardless of whether or not such events constitute a breach of a representation or warranty hereunder; (iii) any event, proceedings, actions fact or investigations made or brought by third parties based on condition relating to or arising from actsthe ownership, omissions control, management or states operation of fact relating to either Seller, the Business or the Assets or the Business and otherwise arising or occurring or in existence prior to the Operating Expiration Closing Date, regardless of whether or not such events constitute a breach of a representation or warranty hereunder; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (div) any liability or obligation resulting fromarising as a result of the purchase by Xxxxxxx X. Xxx, relating toone of the Seller Shareholders, or arising out of a breach the common stock of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller Buyer during the twelve (12) month period ending on or prior to the Operating Expiration Closing Date; provided, that, the indemnity obligation created under this paragraph (iv) shall be solely that of Xxxxxxx X. Xxx, and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date.

Seller’s Agreement to Indemnify. Each SellerSeller shall defend, jointly and severally, will fully indemnify and hold harmless PurchaserBuyer and the Company from and against any Buyer Indemnity Claims arising under this Agreement. For purposes of this Agreement, its officersthe term "Buyer Indemnity Claim" shall mean (i) any Tax Liability or Cost (as defined in Section 8.5), directorsor (ii) any loss, employees and affiliates against and in respect damage, deficiency, claim, liability, obligation, suit, action, proceeding, demand, assessment, judgment, fee, cost or expense of any and all liabilities, losses, damages, deficiencies, costs, or expenses nature whatsoever (including, without limitation, all interest and penalties in connection with the reasonable fees foregoing and all out-of-pocket costs and expenses of investigation and counsel) (collectivelyincident to the investigation, "Losses") resulting from: (a) any misrepresentation settlement or breach or alleged breach disposal of any representationof the foregoing, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, reasonable fees and disbursements of accountants and counsel) arising out of, based upon or resulting from (A) any breach of any representation and warranty of the Schedules and Exhibits to Company or Seller which is contained in this Agreement and or the certificates certificate delivered under Section 7.2 of this Agreement) or as provided in this Agreement; , (bB) any claimsbreach or nonfulfillment of, proceedingsor any failure to perform, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; covenants, agreements or undertakings of the Company or the Seller which are contained in or made pursuant to this Agreement, and (dC) any liability or obligation resulting fromthe termination of the CAC Stock Purchase Agreement; provided, relating tohowever, or arising out that Buyer shall be entitled to indemnification for Buyer Indemnity Claims under subsection (ii)(A) (other than under Sections 3.3., 3.25 and 3.30) of a breach this Section 8.2 only to the extent that the aggregate amount of warranty or similar claim relating to any goods, products or machinery all Buyer Indemnity Claims which have been manufactured by either Seller on or prior Definitively Resolved (as that term is hereinafter defined) in favor of Buyer under the terms of this Agreement shall exceed $1,000,000 and only to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out extent of any product liability or similar claim relating such excess. Any payments made by Seller hereunder with respect to any goods, products or machinery which have been manufactured by either Seller on or prior a Buyer Indemnity Claim shall be deemed to be a reduction of the Operating Expiration DatePurchase Price.

Seller’s Agreement to Indemnify. Each SellerSubject to the terms and conditions set forth herein, jointly from and severallyafter the Closing, will fully Seller shall indemnify and hold harmless PurchaserBuyer, its officersAffiliates and their respective Representatives (each a “Buyer Indemnified Party”), directorssuch indemnification obligation to be satisfied solely through claims made by a Buyer Indemnified Party against, employees and affiliates to the extent of, the Buyer Insurance Policy, from and against and in respect of any and all liabilities, assessments, losses, charges, costs and expenses (including interest, court costs, reasonable attorneys’ fees and expenses), but excluding diminution in value, consequential damages, deficiencieslost profits, costsindirect damages, punitive damages and exemplary damages (collectively “Buyer Damages”) incurred by a Buyer Indemnified Party as a result of or expenses (including, without limitation, the reasonable fees and expenses arising out of investigation and counsel) (collectively, "Losses") resulting from: (a) any misrepresentation or breach or alleged a breach of any representation, warranty, covenant representation or agreement by either Seller made warranty contained in Article IV of this Agreement (includingwhich breach shall be determined for purposes of this Article VIII without regard to any qualification based on materiality or Material Adverse Effect contained in such representations and warranties), without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claimsbreach of or noncompliance by Seller with any covenant or agreement contained in this Agreement, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure for any and all Company liability for all or a portion of either Seller Seller’s consolidated federal income tax liability pursuant to payTreasury Regulation Section 1.1502-6, perform or discharge when due any of the Retained Liabilities; (d) fraud or intentional misconduct by Seller or the Company. Notwithstanding the foregoing, in no event shall Buyer Damages include, nor shall the Buyer Indemnified Parties make any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating for indemnification with respect to any goods, products or machinery which have been manufactured by either Seller on or prior Buyer Damages to the Operating Expiration Date; and extent arising from (ei) any liability or obligation resulting fromreflected as a liability in the Financial Statements, relating to(ii) any claim that Buyer could have made pursuant to Section 2.04, or arising out (iii) any liability that results from any act or omission by Buyer in violation of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Datethis Agreement.

Seller’s Agreement to Indemnify. Each (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller, jointly or if Seller shall be wound-up and severallydissolved or shall otherwise cease to exist or shall otherwise fail to satisfy its obligations hereunder, will fully the Seller Shareholders, shall indemnify and hold harmless PurchaserPRT and Buyer and its directors, its officers, directorsemployees, employees affiliates, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, the "Buyer Indemnities") from and against and in respect all liability, demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' and accountant's fees and expenses of investigation and counselexpenses) (collectively, collectively "LossesBuyer Damages") resulting fromasserted against or incurred by any Buyer Indemnitee as a result of, relating to or arising out of the following: (ai) any misrepresentation or breach or alleged a breach of any representation, warranty, obligation, covenant or agreement by either Seller made contained in this Agreement (includingwhen made or at and as of the Closing as though such representations, without limitationwarranties, obligations, covenant or agreement were made at and as of the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this AgreementClosing; (bii) any claimsof the Excluded Assets or the Excluded Liabilities or any other liability or obligation of Seller not expressly assumed by PRT or Buyer under this Agreement regardless of whether or not such events constitute a breach of a representation or warranty hereunder; and (iii) any event, proceedings, actions fact or investigations made or brought by third parties based on condition relating to or arising from actsthe ownership, omissions control, management or states operation of fact relating to either Seller, the Assets Business or the real property leased by the Business and or the other assets of Seller or otherwise arising or occurring or in existence prior to the Operating Expiration Date; (c) the failure Closing Date regardless of either Seller to paywhether Seller, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating toPRT, or arising out Buyer had knowledge or was aware thereof, and regardless of whether or not such events constitute a breach of a representation or warranty or similar claim relating to any goodshereunder, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateClosing Date provided, that in no case shall the provisions of this Section 9.2 relieve Buyer of its obligations to assume, discharge and pay the Assumed Liabilities. (b) Seller's obligations (or, if Seller shall be wound-up and dissolved or shall otherwise cease to exist or shall otherwise fail to satisfy its obligations hereunder, the Seller Shareholders' obligations) to indemnify the Buyer Indemnities pursuant to clause (i) of Section 9.2(a) hereof with respect to a breach of a representation, warranty, obligation or covenant contained in this Agreement are subject to the following limitations: (i) Seller shall be obligated to indemnify the Buyer Indemnities only for those claims giving rise to Buyer Damages as to which the Buyer Indemnities have given Seller written notice thereof prior to the end of the Indemnity Period in the event that the Indemnity Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof; (ii) Except as otherwise expressly provided herein, no indemnification shall be made by Seller or the Seller Shareholders unless the aggregate amount of Buyer Damages exceeds $50,000 and, in such event, indemnification shall be made by Seller and the Seller Shareholders for all Buyer Damage in excess of $50,000; and (eiii) any Except in the case of actual fraud, the aggregate liability or obligation resulting from, relating to, or arising out of Seller and the Seller Shareholders with respect to Buyer Damages shall in no event exceed $500,000. (c) In the event of any product liability conflict or similar claim relating inconsistency between any of the provisions this Article IX and any other Article or Section of this Agreement, on the one hand and Section 5.12 on the other hand, the provisions of Section 5.12 will control. (d) The Seller Shareholders agree to each bear their pro-rata share of any goodsBuyer Damages indemnified based on the proportion of the Purchase Consideration received by such Seller hereunder; provided, products or machinery which have been manufactured by either that, the Seller on or prior to the Operating Expiration DateShareholders shall be jointly and severally liable for all Buyer Damages.

Seller’s Agreement to Indemnify. Each SellerExcept as expressly provided in ------------------------------- Section 9.4(b), jointly and severallysubject to the provisions of Section 9.5 hereof, will fully Seller shall defend, indemnify and hold harmless PurchaserBuyer and Gerdau (and their respective directors, its officers, employees, agents, affiliates, successors and assigns) from and against any and all direct or indirect, demands, claims, payments, defenses, obliga tions, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business, liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), and interest on any amount payable as a result of the foregoing, whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Buyer or Gerdau or any of their respective directors, employees and affiliates officers, employees, agents, affiliates, successors or assigns (a "Loss of Buyer") by reason of, resulting from, arising out of, based upon, awarded or asserted against and in respect of any and all liabilities, losses, damages, deficiencies, costs, or expenses (including, without limitation, the reasonable fees and expenses of investigation and counsel) (collectively, "Losses") resulting fromotherwise in respect of: (a) any misrepresentation or breach or alleged breach of any representation, warranty, covenant or agreement by either Seller made representation and warranty contained in this Agreement (including, without limitation, or any misrepresentation in or omission on the Schedules and Exhibits part of Seller contained in any certificate furnished or to be furnished to Buyer by Seller pursuant to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement;; or (b) any claims, proceedings, actions breach or investigations made or brought by third parties based nonfulfillment on or arising from acts, omissions or states the part of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Datecovenant contained in this Agreement.

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the terms of this Article IX, jointly from and severallyafter the Closing, will fully Seller shall indemnify and hold harmless PurchaserBuyer, its officersParent and each of their respective Affiliates (other than Seller), directors, employees officers and affiliates successors (to the extent set forth in Section 10.9) (each, a "Buyer Indemnified Party") from and against and in respect all out of any and all pocket liabilities, claims, assessments, losses, judgments, settlements, fines, penalties, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' fees and expenses of investigation and counselexpenses) (collectively, the "LossesBuyer Damages") resulting from: incurred by a Buyer Indemnified Party as a result of or arising out of (ai) the Excluded Liabilities or the Retained Assets (other then Consigned Inventory), (ii) a breach of any misrepresentation representation or warranty contained in Article IV of this Agreement, in each case, when made, and it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material") or Material Adverse Effect set forth therein (other than Section 4.10 and Section 4.14 which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively) or (iii) a breach in any material respect of any agreement or alleged covenant of Seller in this Agreement (other than agreements and covenants relating to Taxes and environmental matters, which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively). Buyer agrees that, except as contemplated by the immediately preceding sentence, from and after the Closing, the indemnification provided in this Section 9.2 is the exclusive remedy for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement. (b) Seller's obligations to indemnify Buyer Indemnified Parties pursuant to Sections 9.2(a) and 9.5 hereof are subject to the following limitations (other than as specifically set forth in Section 9.5): (i) No indemnification shall be made by Seller with respect to any claim for breach of any representation or warranty pursuant to Sections 9.2(a)(ii) or 9.5 ("Buyer Claim") unless (a) the aggregate amount of Buyer Damages incurred by a Buyer Indemnified Party with respect to such Buyer Claim exceeds $100,000 (the "Minimum Claim Amount") and (b) the amount of (1) aggregate Buyer Damages, under all Buyer Claims, and (2) payments made by Buyer pursuant to Section 9.9(b) exceeds an amount equal to $20,000,000 (twenty million dollars) (the "Basket Amount") and, in such event, indemnification shall be made by Seller only for the amount by which such Buyer Damages exceed, in the aggregate, the Basket Amount; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnified Parties with respect to any claim for breach of representation or warranty pursuant to Section 9.2(a)(ii), together with any indemnification pursuant to Sections 9.5, exceed an amount equal to twenty percent (20%) of the Cash Purchase Price (the "Cap"); (iii) In calculating amounts payable to a Buyer Indemnified Party, the amount of any indemnified Buyer Damages shall be determined without duplication of any other Buyer Damages for which a Buyer Claim has been made or could be made under any other representation, warranty, covenant, or agreement included herein; (iv) The amount of any Buyer Damages with respect to any claim for breach of representation or warranty pursuant to Section 9.2(a)(ii) shall be reduced by either any amount (A) that is reserved for sums held in reserve in respect of the indemnifiable event on the balance sheet of the Business as of December 31, 2005 or reflected in the statement of Net Working Capital used to determine the Final Net Working Capital Amount or (B) actually received by a Buyer Indemnified Party with respect thereto under any third party insurance coverage or from any other party alleged to be responsible therefor. If a Buyer Indemnified Party makes a claim for indemnification under Sections 9.2(a)(ii) or 9.5, the Buyer Indemnified Party shall use its reasonable best efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Buyer Indemnified Party receives an amount under insurance coverage or from such other party with respect to Buyer Damages at any time subsequent to any indemnification provided by Seller pursuant to Sections 9.2(a)(ii) or 9.5, then such Buyer Indemnified Party shall promptly reimburse Seller for any payment made or expense incurred by Seller in connection with providing such indemnification up to such amount received by the Buyer Indemnified Party, but net of any expenses incurred by the Buyer Indemnified Party in collecting such amount. To the extent Seller makes any indemnification payment pursuant to Sections 9.2(a)(ii) or 9.5 in respect of Buyer Damages for which a Buyer Indemnified Party has a right to recover against a third party (including an insurance company), Seller shall be subrogated to the right of the Buyer Indemnified Party to seek and obtain recovery from such third party; provided, however, that if Seller shall be prohibited from such subrogation, the Buyer Indemnified Party shall seek recovery from such third party on Seller's behalf and pay any such recovery to Seller net of expenses; (v) Seller shall be obligated to indemnify, subject to the terms and conditions of this Article IX, a Buyer Indemnified Party for breach of representation or warranty only for those Buyer Claims as to which the Buyer Indemnified Party has given Seller written notice prior to the end of the Indemnity Period; (vi) Any written notice delivered by a Buyer Indemnified Party to Seller seeking indemnification pursuant to this Agreement with respect to Buyer Damages shall set forth, with as much specificity as is reasonably practicable, the basis of the Buyer Claim, the sections of this Agreement which form the basis for the Claim, copies of material written materials relating to such Claim and, to the extent reasonably practicable, a reasonable estimate of the amount of the Buyer Damages that have been or may be sustained by the Buyer Indemnified Party; (vii) Any indemnity amounts payable by Seller to or on behalf of the Buyer Indemnified Parties pursuant to this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered any indemnity payment made under this AgreementArticle IX) or as provided in this Agreement; (b) shall be reduced by any claims, proceedings, actions or investigations made or brought by third parties based on or Tax Benefit arising from actsthe claim, omissions loss or states of fact relating to either Seller, damage actually received in cash in the Assets or current year for which the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Dateindemnity is being paid; and (eviii) Notwithstanding any liability or obligation resulting fromother provision of this Agreement, relating to, or arising out of any product liability or similar claim relating in no event shall Buyer be entitled to any goods, products or machinery which have been manufactured by either Seller on or prior indemnification pursuant to this Agreement to the Operating Expiration Dateextent of the Buyer Damages attributable to Buyer's own gross negligence or willful misconduct.

Seller’s Agreement to Indemnify. Each Seller, jointly and severally, will fully indemnify shall indemnify, save and hold harmless PurchaserBuyer and its Affiliates and Subsidiaries (including, its officersfollowing the Closing, directorsthe Company), employees and affiliates each of their respective Representatives (collectively, the “Buyer Indemnitees”), from and against and in respect of any and all liabilitiescosts, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, costsclaims, or demands, expenses (includingwhether or not arising out of third-party claims), without limitationconsequential damages, the reasonable attorneys’ fees and expenses all amounts paid in defense or settlement of investigation and counsel) any of the foregoing (collectivelyherein, "Losses") “Damages”), incurred in connection with, arising out of, resulting from: from or incident to (ai) any misrepresentation or breach or alleged breach of any representationrepresentation or warranty or the inaccuracy of any representation made by any Seller Party in or pursuant to ARTICLE III of this Agreement (in each case, warrantywithout giving effect to materiality qualifications or Material Adverse Effect qualifications solely for purposes of determining the amount of Damages); (ii) any breach of any representation or warranty or the inaccuracy of any representation made by such Seller in or pursuant to ARTICLE IV of this Agreement (in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications solely for purposes of determining the amount of Damages); (iii) any breach of any covenant or agreement made by either the Company in or pursuant to this Agreement; (iv) any breach of any covenant or agreement made by such Seller in or pursuant to this Agreement; (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Seller Party (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement; (vi) any Long Term Liabilities or Transaction Expenses that are unpaid as of the Closing and not taken into account in the final calculation of Long Term Liabilities or Transaction Expenses on the Closing Statement; (vii) any Claim or allegation that any Seller or other Person is entitled to any amount in connection with Buyer’s acquisition of 100% of the Units other than Consideration allocable to the Sellers in accordance with Section 1.2; (viii) any Taxes of the Company attributable to any Pre-Closing Tax Period, except to the extent that such Taxes are included in the calculation of Working Capital as finally determined pursuant to Section 1.6; and/or (ix) the matters identified on Schedule 8.2(a)(ix). For purposes of clarifying the meaning of “several” indemnification by each Seller under this Section 8.2(a), (x) any portion of the Holdback Amount that is retained by Buyer Indemnitees pursuant to this ARTICLE VIII (other than for Claims for indemnification based solely on clause (ii) and/or (iv) of this Section 8.2(a), which are covered solely by clause (z) below) shall be deemed to have been “severally” recovered from all of the Sellers, (y) with respect to Claims for indemnification under this Section 8.2(a) (other than for Claims for indemnification based solely on clauses (ii) and/or (iv), which are covered solely by clause (z) below) that are not recovered from the Holdback Amount, (i) if any indemnification payment is owed, each Seller’s indemnification obligation pursuant to this ARTICLE VIII shall be equal to such Seller’s Pro Rata Percentage of the applicable Damages with respect to which the indemnification payment is made and (ii) such Claim shall be subject to Section 8.2(f), and (z) solely in the case of a Claim for indemnification against one or more Sellers based solely on clauses (ii) and/or (iv) of this Section 8.2(a) (any such claims, “Seller Specific Claims”), the Buyer Indemnitee shall have the right to (A) offset the applicable Damages from the portion of the Holdback Amount that would otherwise be allocable to the Seller(s) responsible for the breach that gave rise to such Claim (each, a “Responsible Seller”), in which case each Responsible Seller shall be obligated to promptly pay to the Buyer the amount of Damages arising from the breach that are allocable to such Responsible Seller to replenish such portion of the Holdback Amount; and (B) pursue the indemnification claim directly against each Responsible Seller responsible for such breach in accordance with the terms of this Agreement (including, without limitation, and each such Responsible Seller shall be required to indemnify the Schedules Buyer Indemnitees for all Damages arising from such Claim on the terms and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided conditions set forth in this Agreement; (b) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateARTICLE VIII).

Seller’s Agreement to Indemnify. Each Seller(a) Subject to the terms and conditions set forth in this Agreement, jointly from and severallyafter the Closing, will fully Seller shall, and shall cause all of its subsidiaries to (except to the extent the ownership of any such subsidiary is sold or transferred after the date hereof) indemnify and hold harmless PurchaserBuyer and its directors, its officers, directorsemployees, employees affiliates, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against and in respect all liability, demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' fees and expenses of investigation and counselexpenses) (collectively, "LossesBuyer Damages") resulting from: asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (ai) any misrepresentation or breach or alleged a breach of any representation, warranty, covenant representation or agreement by either Seller made warranty contained in Article II of this Agreement (including, without limitation, or in the Schedules and Exhibits Seller Disclosure Letter or any closing certificate delivered by or on behalf of Seller pursuant to this Agreement Agreement, (ii) any product sold or manufactured by the Companies prior to the Closing Date (including products manufactured by or for the account of any of Seller, Savannah or the Companies prior to the Closing, regardless of their inclusion in inventory of a Company as of the Closing and their eventual sale by a Company or by Buyer or their affiliates after the certificates delivered under this AgreementClosing except to the extent that, after the Closing, a Company, Buyer or any of their affiliates, or any representative or agent of a Company, Buyer or its affiliates, or any person unaffiliated with Seller or Savannah or the Companies (excluding suppliers or contract manufacturers of Seller, Savannah or the Companies or other persons affiliated with the production, storage, transportation and handling of such products prior to Closing to the extent they produced, stored, transported or handled such products) was negligent in the storage, handling or as provided distribution of such products, in which case the indemnification obligation of Seller hereunder shall be reduced to the extent that such negligence contributed to the Buyer Damages) and (iii) any breach of any of the covenants and agreements of any Seller contained in this Agreement;, including without limitation any agreement of Seller to indemnify Buyer with respect to specific matters contained elsewhere in this Agreement. Buyer Indemnitees shall be entitled to recover any Buyer Damages for which Seller is obligated to indemnify under this Section 7.2, (i) first, from the Escrow Agent, an amount equal to any Buyer Damages any such Buyer Indemnitee may suffer hereunder pursuant to Section 7.9 hereof and (ii) second, if and to the extent that the Indemnification Escrow Amount is not sufficient to cover such Buyer Damages, from Seller. (b) Seller's obligation to indemnify the Buyer Indemnitees for Buyer Damages under Section 7.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller under Section 7.2(a)(i) unless the aggregate amount of Buyer Damages exceeds $750,000 (the "Basket Amount") and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $500,000 (the "Deductible Amount"); (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees under Section 7.2(a)(i) exceed 50% of the Purchase Price (the "Cap Amount"), except in the event that such obligation to indemnify arises from the fraudulent act or omission of Seller; (iii) The amount of any claimsBuyer Damages shall be reduced by (A) any amount actually received by a Buyer Indemnitee with respect to such Buyer Damages under any insurance coverage or from any other party alleged to be responsible for such Buyer Damages (provided, proceedingshowever, actions that the amount of any such reduction for insurance proceeds shall be offset by the present value of any increase in insurance premiums attributable to any claim for insurance related to such Buyer Damages) and (B) the amount of any Tax benefit actually realized by the Buyer Indemnitee attributable to such Buyer Damages (provided however, that the amount of any such reduction for Tax benefit shall be offset by any increased tax liability of the Buyer Indemnitee as a result of inclusion in income of any part of payments made in respect of such Buyer Damages, and that for purposes of determining the amount of any Tax benefit or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating detriment pursuant to either Sellerthis Section 7.2(b)(iii), the Assets marginal combined federal and state income tax rate of the Buyer Indemnitee shall be deemed to be forty percent (40%)). The Buyer Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Buyer Indemnitee receives an amount under insurance coverage or from such other party with respect to Buyer Damages at any time subsequent to any indemnification provided by Seller under this Section 7.2, then such Buyer Indemnitee shall promptly reimburse Seller for amounts paid by Seller to the Business and occurring or Buyer Indemnitee in existence connection with providing such indemnification up to such amount received by the Buyer Indemnitee; (iv) Buyer agrees that Buyer shall use commercially reasonable efforts to pursue any claim pursuant to this Section 7.2(b) that is potentially payable under the Title Policy issued pursuant to Section 4.11 of this Agreement against such Title Policy before a claim is made against Seller pursuant to this Article VII. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy; and (v) Seller shall be obligated to indemnify the Buyer Indemnitees. under Section 7.2(a)(i) only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the Operating Expiration Date;end of the Survival Period (to the extent the Survival Period is applicable to such claim). Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount of such claim. Subject to the procedures with respect to Claims under Section 7.4 hereof, if such written notice (or an amended notice) states the amount of Buyer Damages claimed and Seller notifies the Buyer Indemnitee that Seller does not dispute the claim described in such notice or fails to notify the Buyer Indemnitee within 20 business days after delivery of such notice by the Buyer Indemnitee whether Seller disputes the claim described in such notice, Buyer Damages in the amount specified in such notice will be admitted by Seller, and Seller will pay the amount of such Buyer Damages to the Buyer Indemnitee. If Seller has timely disputed its liability with respect to such claim, Buyer and Seller will proceed in good faith to negotiate a resolution of such dispute in accordance with Section 8.6 hereof. If a written notice does not state the amount of Buyer Damages claimed, such omission will not preclude the Buyer Indemnitee from recovering from Seller the amount of Buyer Damages with respect to the claim described in such notice if any such amount is promptly provided once determined. (c) Subject to a Buyer Indemnitee's right to recover for Buyer Damages from the failure Indemnification Escrow Amount in accordance with Section 7.9, Seller will pay the amount of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior Buyer Damages to the Operating Expiration Date; and Buyer Indemnitee within 10 business days following the determination of Seller's liability for and the amount of Seller Damages (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior whether such determination is made pursuant to the Operating Expiration Dateprocedures set forth in this Article VII, by agreement between Buyer and Seller, by arbitration award or by final adjudication in accordance with the terms of this Agreement).

Seller’s Agreement to Indemnify. Each SellerSubject to the terms and conditions set forth herein, jointly from and severallyafter the Closing, will fully Seller shall indemnify and hold harmless PurchaserBuyer and its directors, its officers, directorsemployees, employees affiliates (including for this purpose Nippon Selas and affiliates XX Xxxxx), controlling persons, agents and representatives and their successors and permitted assigns ("Buyer Indemnitees") from and against and in respect all liability, demands, claims, actions or causes of any and all liabilitiesaction, assessments, fines, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys' fees and expenses of investigation and counsel) expenses), including without limitation, any third party claims (collectively, collectively "LossesDamages") resulting from: asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (a) a breach by Seller of or inaccuracy in any misrepresentation representation or breach or alleged breach warranty of any representation, warranty, covenant or agreement by either Seller made contained in Article III of this Agreement as though such representations and warranties were made at and as of the Closing (includingexcept to the extent that any such representations and warranties are made as of a specified date, without limitationthen as of such date), the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claimsbreach by Seller of, proceedingsor any failure by Seller to fully carry out and perform, actions any agreement, covenant, undertaking or investigations made or brought by third parties based on or arising from acts, omissions or states obligation of fact relating to either Seller, the Assets or the Business and occurring or Seller in existence prior to the Operating Expiration Date; (c) the this Agreement including without limitation failure of either Seller to pay, perform or and discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating toof, or arising out claim against, the Seller other than the Assumed Liabilities, or (c) Seller's operation of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or the Business prior to the Operating Expiration Closing Date; and . The parties agree that the matters subject to indemnification pursuant to the preceding clauses (eb) and (c) shall without limitation include (i) any asbestos liability or obligation resulting from, relating to, or arising out of any other product liability or similar claim relating with respect to products sold prior to Closing, (ii) any adverse environmental condition existing at the time of Closing with respect to any goodspremises occupied by the Business for which Seller had liability and (iii) except as specifically assumed hereunder, products any obligation of Seller to any employee or machinery which have been manufactured by either Seller on or prior to former employee of the Operating Expiration DateBusiness.

Seller’s Agreement to Indemnify. Each SellerUpon the terms and subject to the conditions of this Section 9, jointly and severallywithout duplication of any amounts recovered by Buyer by offset against the Escrow Funds, will fully indemnify for a period of two (2) years from the Closing Date, Seller shall indemnify, defend and hold harmless Purchaser, Buyer and its officers, directors, employees employees, agents and affiliates Affiliates (including the Company, from and after the Closing Date) (collectively, “Buyer Indemnitees”), from and against and in respect all demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficienciesliabilities, costscosts and expenses, or expenses (including, without limitation, the interest, penalties and reasonable attorneys’ fees and expenses of investigation and counsel) (collectively, "Losses"“Damages”) suffered by, imposed upon or incurred by Buyer Indemnitees by reason of or resulting from: from (ai) any misrepresentation or breach or alleged a breach of any representation, warranty, covenant representation or agreement by either warranty of Seller made contained in this Stock Purchase Agreement; or (ii) non-performance of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (includingcollectively, without limitation“Buyer Claims”), provided, that the Schedules and Exhibits Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim Section 2.24(b)(xxii) shall continue for a period of three (3) years, and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration of the applicable statutes of limitations. For purposes of this Agreement, the term “Special Claims” shall mean and refer to those claims (1) relating to Tax Claims or other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any goodsThird Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts for which Seller shall be liable under this Section 9 are subject to the Indemnity Limitations set out in Section 9.8 below, products and shall also be net of any insurance proceeds paid to the Buyer Indemnitees by insurance in connection with the facts giving rise to the right of indemnification or machinery which would have been manufactured payable to Buyer Indemnitees in the event that any Buyer Indemnitee had made a valid claim with respect to any such amount under any insurance policies maintained by either Seller on or prior Buyer Indemnitees which provide coverage with respect to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating to, or arising out of any product liability or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior facts giving rise to the Operating Expiration Dateright of indemnification.

Seller’s Agreement to Indemnify. Each SellerUpon the terms and subject to the conditions of this Article X, Seller Parent and Company agree, jointly and severally, will fully indemnify to indemnify, defend and hold harmless PurchaserParent, its Buyer and their respective directors, officers, directorsemployees, employees representatives and affiliates Affiliates (collectively, "Buyer Indemnitees"), at any time and from time to time after the Brokerage Closing, from and against and in respect all demands, claims, actions or causes of any and all liabilitiesaction, assessments, losses, damages, deficienciesliabilities, costscosts and expenses, or expenses (includingincluding interest, without limitation, the penalties and reasonable attorneys' fees and expenses of investigation and counsel) (collectively, "LossesDamages") ), asserted against, resulting to, imposed upon or incurred by Buyer Indemnitees, directly or indirectly, by reason of or resulting from: : (a) liabilities, obligations or claims of or against Seller Parent, Company or any misrepresentation of their Affiliates or breach relating to the Brokerage Business or alleged the Brokerage Assets (whether absolute, accrued, contingent or otherwise) existing as of the Brokerage Closing Date or arising out of facts, conditions or circumstances occurring prior to the Brokerage Closing Date, whether or not such liabilities, obligations or claims were known or disclosed at the time of the Brokerage Closing (other than the Assumed Liabilities); (b) breach of any representationrepresentation or warranty of Seller Parent or Company contained in or made pursuant to this Agreement or any facts or circumstances constituting such a breach (disregarding for this purpose all qualifications therein with respect to knowledge, warranty, materiality or Material Adverse Effect); (c) breach of any covenant or agreement by either of Seller Parent or Company contained in or made in this Agreement (including, without limitation, the Schedules and Exhibits pursuant to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claims, proceedings, actions facts or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; circumstances constituting such breach; (d) any liability or obligation resulting from, relating to, or arising out of a breach of warranty or similar claim relating to any goods, products or machinery which have been manufactured by either Seller on or prior to the Operating Expiration DateExcluded Assets; and (e) any liability of the Excluded Liabilities; (f) any failure by Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or obligation resulting from(g) any liabilities, relating toobligations or claims of against Buyer or any of its Affiliates, or arising out any of their officers, directors or employees relating to actions taken by Buyer or any of its Affiliates pursuant to Section 2.10 (the items referred to in clauses (a) through (g) being collectively referred to herein as the "Seller Claims"); provided, however, that Seller Parent and Company shall have no obligation to indemnify the Buyer Indemnitees for any Seller Claims (other than pursuant to Section 6.17) until the Buyer Indemnitees have suffered Damages in excess of $1,000,000 in the aggregate with all other Seller Claims at which point Seller Parent and Company shall be obligated to indemnify the Buyer Indemnitees for all Damages which exceed $1,000,000. In satisfaction of any product liability indemnity obligations to Parent, Buyer or similar claim relating any of their direct or indirect subsidiaries, Seller may, in its discretion, (A) pay any amounts payable pursuant to this Section 10.03 in cash, or (B) reduce by such amounts the then outstanding principal amount of first, the First Exchangeable Debenture, second, the Interim Debenture, third, the Zero Coupon Note, and fourth, any goodsother debt owed by Parent, products Buyer or machinery which have been manufactured by either Seller on or prior any of their Affiliates to the Operating Expiration DateSeller.

Seller’s Agreement to Indemnify. Each SellerFrom and after the Closing, jointly and severallySeller shall indemnify, will fully indemnify defend and hold harmless Purchaser, its Affiliates, the Company and their respective officers, directors, employees shareholders and affiliates successors and assigns from and against and in respect of any and all liabilities, losses, damages, deficienciesdemands, claims, actions or causes of action, assessments, awards, penalties, fines, costs, or expenses and liabilities (including, without limitation, the including reasonable attorneys' fees and expenses but excluding punitive or exemplary damages, except in the case of investigation and counselfraud or to the extent actually awarded to a Governmental Entity or other third party) (collectively, "LossesDamages") incurred or to be incurred by any of them to the extent resulting fromfrom or arising out of: (ai) any misrepresentation or breach or alleged breach by Seller of any representation, warranty, covenant representation or agreement by either Seller made warranty contained in this Agreement (including, without limitationAgreement, the Schedules and Exhibits schedules hereto, or other certificate or document delivered by Seller pursuant to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (bii) any claimsbreach by Seller of any covenant, proceedings, actions agreement or investigations made obligation contained in this Agreement or brought other document delivered by third parties based on or arising from acts, omissions or states of fact relating Seller pursuant to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Datethis Agreement; (ciii) any and all Litigation for matters occurring for the time up to (and including) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities;Closing Date; and (div) all and any liability or obligation resulting fromTaxes affecting, relating toand to be borne by, or arising out of a breach of warranty or similar claim relating the Company for the time up to any goods, products or machinery which have (and including) the Closing Date if and to the extent the specific Tax in question has not been manufactured by either Seller paid on or prior to the Operating Expiration Date; and (e) any liability or obligation resulting from, relating todate hereof, or arising out has not been provided for in the annual accounts, or has not been fully disclosed by Seller to Purchaser. Such indemnity or hold-harmless shall apply irrespective and regardless of whether or not on the Closing Date the Seller had knowledge or should have had knowledge of such obligation to pay Taxes. For the avoidance of doubt, it is the intention of the parties that, in the case of any product such Taxes for any period in which the determination of the amount of such Taxes due for such period does not coincide with or end on the Closing Date, the amount of such Taxes deemed a liability or similar claim relating of the Company for the time up to (and including) the Closing Date shall be determined as if a separate Tax Return was due for a period ending on the Closing Date and the amount of such Taxes due on that separate Tax Return is determined based on actual events occurring up through and including the Closing Date. In the event that any goodsTaxes are assessed once annually, products or machinery which have for example, property taxes, then in lieu of the rules for proration in the previous sentence, if such Tax is not yet been manufactured by either Seller on or prior paid for the annual period that includes the Closing Date, then liability of the Company for such Tax under this section shall be equal to the Operating Expiration Dateamount of such Tax times a ratio of the days in such period before and including the Closing date divided by 365.

Seller’s Agreement to Indemnify. Each SellerSubject to the terms and conditions set forth herein, jointly from and severallyafter the Closing, will fully Sellers shall indemnify and hold harmless PurchaserBuyer and Mxxxxxxx and their respective directors, its officers, directorsemployees, employees affiliates, controlling persons, agents and affiliates representatives and their successors and assigns (collectively, “Buyer Indemnitees”) from and against and in respect of any and all liabilities, demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, costs, or costs and expenses (including, without limitation, the reasonable attorneys’ fees and expenses of investigation and counselexpenses) (collectively, "Losses"“Buyer Damages”) resulting from: (a) asserted against or incurred by any misrepresentation or breach or alleged breach Buyer Indemnitee as a result of any representation, warranty, covenant or agreement by either Seller made in this Agreement (including, without limitation, the Schedules and Exhibits to this Agreement and the certificates delivered under this Agreement) or as provided in this Agreement; (b) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or states of fact relating to either Seller, the Assets or the Business and occurring or in existence prior to the Operating Expiration Date; (c) the failure of either Seller to pay, perform or discharge when due any of the Retained Liabilities; (d) any liability or obligation resulting from, relating to, or arising out of (i) a breach of any representation or warranty contained in Article VI of this Agreement, (ii) the Excluded Liabilities or similar Excluded Assets, (iii) a breach of any agreement or covenant of any Seller in this Agreement, (iv) any attempt (whether or not successful) by any Person to cause or require Buyer to pay any liability of, or claim relating to against, Sellers of any goods, products or machinery which have been manufactured by either Seller on or kind in respect of the operation of the Business prior to the Operating Expiration Closing Date; and , to the extent not specifically assumed or subject to an indemnity by Buyer under the terms of this Agreement, (ev) any liability and all claims made by Txxxxx Xxxxxxx, (vi) all Environmental Liabilities and Costs in any way related to Seller’s operation of the Business before the Closing Date or obligation resulting fromany environmental conditions in, relating toon, under, from or about the Real Property, the Purchased Assets or other properties or assets owned, leased or used by Sellers, which were created, existed or arose prior to the Closing Date, except to the extent that any such environmental condition was exacerbated by Buyer’s actions after Closing, or arising out of which relate to the Excluded Assets, or (vii) any product liability or similar claim relating with respect to any goods, products or machinery which have been manufactured sold by either Seller on or the Business prior to the Operating Expiration DateClosing.