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

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreement, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Buyer Damages") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) any breach of any representation or warranty made by the Seller in this Agreement and the Ancillary Agreements; or (ii) any failure by the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliatesAffiliates, controlling personsPersons, agents and representatives and their respective successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, penalties, fines, assessments, deficiencies, settlements, judgments, losses, damages, costs and expenses (including, without limitation, including reasonable attorneys' fees and expensesexpenses for attorneys, accountants, engineers and investigators) (collectively, "“Buyer Damages"”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of any of the following: (i) any a breach of any representation or warranty made by of Seller contained in ARTICLE II other than a Seller Fundamental Representation or the Seller in this Agreement and the Ancillary Agreements; or Tax Representation; (ii) a breach of any failure by Seller Fundamental Representation or the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or Tax Representation; (iii) a breach of any liability covenant of Seller existing as of, or resulting from acts occurring prior to, contained in this Agreement; (iv) the Closing Date Excluded Assets and the Retained Liabilities; or (including, but not limited to, any environmental liability of Seller affecting v) the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed LiabilitiesXxxxxxx Plant Environmental Matters. (b) Seller's ’s obligation to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a9.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller pursuant to Section 9.2(a)(i): (A) with respect to any individual item (or group of related items) of Buyer Damage unless such Buyer Damage exceeds ** and (B) unless the aggregate amount of all Buyer Damages exceeds $375,000 andof the Buyer Indemnitees with respect to Section 9.2(a)(i) (together with any Buyer Damages described in Section 9.2(c)(iii)(B)) shall exceed ** (such amount, the “Indemnification Deductible”) (after which point Seller will be obligated only to indemnify Buyer from and against Buyer Damages under Section 9.2(a)(i) (together with any Buyer Damages described in such event, indemnification Section 9.2(c)(iii)(C)) in excess of the Indemnification Deductible but less than or equal to ** (the “Indemnification Ceiling”)). The maximum amount that Seller shall be made by Seller only required to pay in the extent aggregate pursuant to Section 9.2(a)(i) and Section 9.2(a)(v) in respect of all Buyer Damages exceed $375,000;by all Buyer Indemnitees is the Indemnification Ceiling less the Indemnification Deductible, after which point Seller will not have an obligation to indemnify Buyer from and against further such Buyer Damage. (ii) In no event shall Seller's aggregate ’s obligation to indemnify Buyer under Section 9.2(a)(ii) through Section 9.2(a)(iv) shall not be subject to any of the limitations set forth in Section 9.2(b)(i); provided that the maximum amount that Seller shall be required to pay in the aggregate pursuant to Section 9.2(a) in respect of all Buyer Damages to all Buyer Indemnitees exceed $5,000,000;shall be the Unadjusted Purchase Price. (iii) The amount of any Buyer Damages shall be reduced by (A) any amount directly received by a Buyer Indemnitee with respect to such Buyer Damages from thereto under any insurance coverage or for any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for therefor (except such amount shall be adjusted by any increase in insurance premiums payable by Buyer Damages and as a result of such insurance claim), (B) the amount of any Tax benefit available to the actually realized by Buyer Indemnitee relating in the form of an actual refund or credit of current Taxes payable in the year the Loss is claimed by Buyer with respect the applicable indemnification against Seller and (C) any indemnity, contribution or other similar payment actually received by Buyer or any Buyer Indemnitee from any third Person with respect to such Buyer Damages; (iv) . If a Buyer agrees that Indemnitee directly or indirectly receives an amount under insurance coverage or from such other party with respect to Buyer shall pursue Damages at any claim time subsequent to any indemnification provided by Seller pursuant to this Section 10.2 that 9.2, then such Buyer Indemnitee 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 Buyer Indemnitee. Each Buyer Indemnitee shall take all reasonable steps to mitigate damages in respect of any claim for which such Buyer Indemnitee is potentially payable under the owner's policy of the title insurance issued pursuant seeking indemnification and shall use commercially reasonable efforts to Section 2.22 of this Agreement against avoid any costs or expenses associated with such title insurance policies before a claim is made against Seller pursuant and, if such costs and expenses cannot be avoided, to this Section. Buyer Damages shall be reduced by minimize the amount of any such proceeds received under such title insurance policythereof. (viv) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of thereof, and with respect to any claim pursuant to Section 9.2(a)(i), such notice must be given prior to the end of the Survival PeriodPeriod with respect 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 thereof. (c) Seller’s obligation to indemnify the Buyer Indemnities pursuant to Section 9.2(a)(v) is subject to the following limitations: (i) Seller’s obligation to indemnify the Buyer Indemnitees pursuant to Section 9.2(a)(v) shall survive the Closing until ** (ii) Seller shall be obligated to indemnify Buyer Indemnitees only for those claims giving rise to Buyer Damages under Section 9.2(a)(v) as to which Buyer Indemnitees have given Seller written notice thereof, prior to the end of the survival period described in Section 9.2(c)(i). Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages under Section 9.2(a)(v) shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages, a reasonable estimate of the amount thereof, and shall include copies of any correspondence with any Governmental Agency regarding the asserted Buyer Damages. (iii) The amount that Seller shall be required to pay pursuant to Section 9.2(a)(v) shall be ** until the aggregate amount of such claimBuyer Damages (together with any Buyer Damages described in Section 9.2(a)(i)) equals the Indemnification Deductible, and ** until the aggregate amount of such Buyer Damages (together with any Buyer Damages described in Section 9.2(a)(i)) equals the Indemnification Ceiling, after which Seller shall have no responsibility for any additional Buyer Damages under Section 9.2(a)(i) or Section 9.2(a)(v). (iv) Buyer claims for indemnification under Section 9.2(a)(v) shall be ** to the extent applicable ** and to the extent Buyer has legal capacity to do so, ** (v) Buyer shall take all reasonable actions to avoid and minimize any claim for indemnification under Section 9.2(a)(v), ** (vi) Notwithstanding any other provision in this Agreement, Section 9.2(a)(v) shall constitute Buyer’s sole and exclusive remedy for any Buyer Damages related to Xxxxxxx Plant Environmental Matters. (d) The limitations on indemnification set forth in Section 9.2(b) shall not apply to any claim or Buyer Damages for fraud or willful misconduct on the part of Seller. (e) In determining the amount of any claim or Buyer Damages, all materiality and “Seller Material Adverse Effect” qualifiers contained in any representations and warranties or covenants shall be ignored.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreement, from and after the Closingherein, Seller shall indemnify and hold harmless Buyer the Buyers and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives their Representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liabilityliabilities, demands, claims, actions or causes of action, assessments, losses, damages, costs costs, and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) ), whether or not involving a third party claim (collectivelybut specifically excluding any claim asserted against or incurred by any third party that purchases the Membership Interests or Purchased Assets subsequent to the Buyers’ purchase hereunder for which indemnification is not available to the Buyers under this Agreement), "Buyer Damages") asserted against or incurred by any Buyer Indemnitee (collectively, “Buyer Damages”) as a result of or arising out of (i) any a breach of any covenant, undertaking, representation or warranty made by the Seller contained in this Agreement and the Ancillary Agreements; or (ii) any failure by the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed LiabilitiesSeller. (b) Seller's ’s obligation to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a5.2(a) of this Agreement hereof (except for claims based on (i) Taxes, (ii) fraud or (iii) willful misconduct), is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 50,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,00050,000; (ii) In no event shall Seller's aggregate ’s obligation to indemnify the Buyer Indemnitees exceed Two Million Dollars ($5,000,0002,000,000); (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to thereto under any insurance coverage (less any costs incurred in connection with such Buyer Damages recovery, including without limitation premium adjustments) or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for therefor. The Buyer Indemnitees shall use 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 pursuant to this Section 5.2, then such Buyer Damages and (B) Indemnitee shall promptly reimburse Seller, as the case may be, for any payment made or expense incurred by Seller in connection with providing such indemnification up to such amount of any Tax benefit available to received by the Buyer Indemnitee relating to (less any costs incurred in connection with such Buyer Damagesrecovery, including without limitation premium adjustments); (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of thereof prior to the end of the Survival Period. 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; and (v) In no event shall Seller be obligated to indemnify any Buyer Indemnitee or otherwise have any liability with respect to: (A) the operating conditions of the facilities and equipment at Chula Vista and Escondido to the extent such claimcondition existed as of April 22, 2009; (B) the Covenant Agreement Amendment; (C) the NCTB License Modification; or (D) status of the CEC Permits. (c) Seller’s obligation to indemnify the Buyer Indemnitees pursuant to Section 5.2(a) hereof with respect to Buyer Damages, shall not include an obligation to indemnify the Buyer Indemnities in respect of any Taxes, interest, or penalties with respect to the sale or export of the Membership Interests or Purchased Assets for use outside the United States. (d) Notwithstanding anything to the contrary contained herein, the Seller hereby covenants and agrees to retain and not to distribute or otherwise use or dispose of an aggregate of $2,000,000 of cash assets after the Closing until the end of the Survival Period.

Seller’s Agreement to Indemnify. (a) Subject to Upon the terms and subject to conditions set forth in of this AgreementArticle XI, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Buyer Buyer, its Affiliates (including the Company and its shareholdersSubsidiaries) and their respective officers, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns employees (collectively, the "Buyer IndemniteesIndemnified Parties") ), from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, without limitation, including reasonable attorneys' fees and expenses) expenses (collectively, "Buyer Damages") ), asserted against against, resulting to, imposed upon, or suffered or incurred by any Buyer Indemnitee as a result Indemnified Parties by reason of or arising out of from: (ia) any a breach of any representation or warranty made by the of Seller contained in this Agreement and or any certificate delivered hereunder; (b) a breach of any covenant or agreement of Seller contained in this Agreement or any certificate delivered hereunder; (c) Unrelated Liabilities (as hereinafter defined); (d) the Ancillary AgreementsRetained Litigation; (e) any liability for Indebtedness of the Company or any Division Entity (other than any Capitalized Lease Indebtedness or Earn-Out Indebtedness) outstanding as of the Closing; (f) any Retained Liabilities; (g) any Health Care Related Liabilities; (h) the failure to obtain Consent to a Required Consent Lease such that it becomes a Consented Lease unless, at the time that such Damages are incurred, the 90% Lease Condition is satisfied; (i) the failure to obtain Consent to a Required Consent Third Party Payor Contract such that it becomes a Consented Third Party Payor Contract unless, at the time that such Damages are incurred, the 90% Payor Contract Condition is satisfied; (j) any escheat law with respect to unclaimed property; or (iik) any failure by the Seller to perform any agreement, covenant or obligation costs of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of enforcing any Buyer Damages shall be reduced by Indemnified Party's rights hereunder (A) any amount received by a collectively, "Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policyClaims"). (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, the Railcar Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) (collectivelycollectively but without duplication, "“Buyer Damages"”) asserted against or incurred by any of the Buyer Indemnitee Indemnified Parties as a result of of, relating to or arising out of (i) any a breach of any representation or warranty made by the Seller contained in this Agreement and the Ancillary Agreements; or (ii) a breach of any failure by the Seller to perform any agreement, agreement or covenant or obligation of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as ofcontained in this Agreement. Notwithstanding anything to the contrary contained herein, for purposes of this Article VIII, if a representation or resulting from acts occurring prior towarranty contained in Article II hereof (except Section 2.7) which contains the term Material Adverse Effect is breached without giving effect to such term (in other words, in order to determine whether a breach of such representation or warranty has occurred for purposes of obtaining indemnification under this Article, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories term Material Adverse Effect shall be deemed deleted from such representation or the Assets on or before the Closing Datewarranty), other than the Assumed LiabilitiesBuyer Damages for such a breach shall be determined without giving effect to any Material Adverse Effect standard contained therein. (b) Seller's obligation ’s obligations to indemnify the Buyer Indemnitees under Indemnified Parties pursuant to Section 10.2(a8.2(a) of this Agreement is hereof are subject to the following limitations: (i) No no indemnification shall be made by Seller with respect to any claim under Section 8.2(a)(i), unless (A) the amount of such claim (or the aggregate amount of related claims) exceeds $50,000 and (B) the aggregate amount of Buyer Damages under all claims exceeds an amount equal to $375,000 750,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed in the aggregate an amount equal to $375,000750,000, it being understood that such amount shall be a “deductible” for Seller; (ii) In in no event shall Seller's ’s aggregate obligation to indemnify Buyer Indemnified Parties under this Agreement exceed an amount equal to $10 million, provided, however, that such maximum aggregate obligation to indemnify Buyer Indemnified Parties shall be increased to an amount equal to $15 million, to the extent that; and only if, claims asserted for breach of the representation and warranty contained in Section 2.12 cause the aggregate amount of Buyer Indemnitees Damages to exceed $5,000,00010 million. Section 8.2(b)(i) shall apply to, and in conjunction with, this Section 8.2(b)(ii); (iii) The the amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee Indemnified Party with respect to such Buyer Damages thereto from any other party (excluding insurance coverage except as set forth herein) responsible therefor. Buyer Indemnified Parties shall use commercially reasonable efforts to collect any amounts available from such other party alleged to have responsibility; provided, that Buyer Indemnified Parties shall not be responsible for required to take any actions they would not take in the absence of Seller’s indemnification obligation as determined in good faith by Buyer. If a Buyer Indemnified Party receives an amount from such other party with respect to Buyer Damages at any time subsequent to any indemnification provided by Seller pursuant to this Section 8.2, then such Buyer Damages and (B) Indemnified Party shall promptly reimburse Seller for any payment made or expense incurred by Seller in connection with providing such indemnification up to the indemnification amount received by Buyer Indemnified Party, but net of any Tax benefit available to expenses incurred by such Buyer Indemnified Party in collecting such amount and net of any amounts for which the Buyer Indemnitee relating Indemnified Party was not indemnified pursuant to such Buyer DamagesSection 8.2; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees Indemnified Parties only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees Indemnified Parties have given Seller written notice of thereof prior to the end of the Survival PeriodIndemnity Period in the event that the Indemnity Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee Indemnified Party 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; and (v) neither Seller nor any of its directors, officers, employees or agents shall be liable to Buyer or to any agent, employee, affiliate or representative of Buyer for loss of profit, loss of operating time, loss of use of, or reduction in use of, the assets or operations of the Railcar Business or existing or future facilities associated therewith, or any portion thereof, increased expense of operation or maintenance, or any other special, indirect, incidental or consequential losses or damages directly or indirectly arising in any manner from or concerned with such claimassets, operations or facilities, Collective Bargaining Agreements, Pension Plans, Welfare Plans, this Agreement or any of the documents, instruments, agreements and writings delivered by Seller to Buyer in connection with the transactions contemplated by this Agreement.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall Sellers shall, jointly and severally, indemnify and hold harmless Buyer Buyer, the Company and its shareholders, their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, collectively "Buyer Damages") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) any a breach of any representation or warranty made by the Seller contained in this Agreement when made or at and as of the Ancillary Agreements; or Closing as though such representations and warranties were made at and as of the Closing and (ii) any failure by the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed LiabilitiesShare Ownership Claim. (b) Each Seller's obligation obligations to indemnify the Buyer Indemnitees under Section 10.2(apursuant to (x) clause (i) of Section 8.2(a) hereof with respect to a breach of a representation or warranty contained in this Agreement is Agreement, and (y) Section 5.10 hereof, are subject to the following limitations: (i) No Except as otherwise expressly provided herein, no indemnification shall be made by Seller Sellers unless the aggregate amount of Buyer Damages exceeds $375,000 50,000 and, in such event, indemnification shall be made by Seller only to the extent Sellers for all Buyer Damages exceed in excess of $375,000;50,000, it being understood that such $50,000 shall be a "deductible". (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except Except as set forth otherwise expressly provided herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller , Sellers shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller Sellers written notice of thereof prior to the end of the Survival PeriodIndemnity Period in the event that the Indemnity Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee to Seller Sellers 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. (c) In the event of any conflict or inconsistency between any of the provisions of Sections 8.1, 8.2 and 8.4 and any other section of this Agreement, on the one hand and Section 5.5 on the other hand, the provisions of Section 5.5 will control. (d) Sellers agree to each bear their prorata share of any Buyer Damages indemnified based on the proportion of the Purchase Consideration received by such claimSeller hereunder. (e) Sellers agree that any indemnification of Buyer Damages under this Article VIII shall be first made by set-off against the principal amount of the Promissory Note, as described in the form of Promissory Note attached hereto, and next by payment in cash by the Sellers to the affected Buyer Indemnitee.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer IndemniteesBUYER INDEMNITEES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (expenses, including, without limitation, reasonable attorneys' fees and expenses) expenses (collectively, the "Buyer DamagesBUYER DAMAGES") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) any a breach of any representation or warranty made by the contained in this Agreement or Ancillary Agreement, (ii) a breach of any agreement or covenant of Seller in this Agreement and the Ancillary Agreements; or (ii) any failure by the Seller to perform any agreementAgreement, covenant or obligation of the Seller pursuant to this Agreement or (iii) any and all Buyer Damages suffered or incurred by Buyer by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of Seller occurring or existing as of, or resulting from acts occurring prior to, to the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than in connection with the Assumed Liabilities), (iv) liabilities arising from or related to any failure to comply with laws relating to bulk transfers or bulk sales with respect to the transactions contemplated by this Agreement, or (v) the Excluded Liabilities. Buyer agrees that, except as contemplated by the immediately preceding sentence, the indemnification provided in this Section 7.2 is the exclusive remedy for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement. To the extent that Seller's undertakings set forth in this Section 7.2 may be unenforceable, Seller shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Buyer Damages incurred by the Buyer Indemnitees. (b) Seller's obligation obligations to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a7.2(a) of this Agreement is hereof are subject to the following limitations: (i) No indemnification shall be made by Seller with respect to any claim made pursuant to Section 7.2(a)(i) or (ii) (other than any claims relating to accounts receivable, notes and other amounts receivable from third parties, including customers and employees, arising from the conduct of the Business) unless the aggregate amount of Buyer Damages under all claims exceeds an amount equal to Two Hundred Fifty Thousand Dollars ($375,000 250,000) (the "BASKET AMOUNT") and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000exceed, in the aggregate, the Basket Amount; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees pursuant to Section 7.2(a)(ii) or (iii), together with any indemnification paid pursuant to any other provisions of this Agreement, exceed $5,000,000an amount equal to fifty percent (50%) of the final Purchase Price (the "CAP"); (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages thereto under any third party insurance coverage or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible therefor. If a Buyer Indemnitee makes a claim for indemnification under this Section 7.2, 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 pursuant to this Section 7.2, then such Buyer Damages and (B) the Indemnitee 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 Buyer Indemnitee, but net of any Tax benefit available to the expenses incurred by such Buyer Indemnitee relating to in collecting such Buyer Damagesamount; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival 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 forth, with as much specificity as is reasonably practicable practicable, the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof; (v) Any indemnity amounts payable by Seller to or on behalf of a Buyer Indemnitee pursuant to this Agreement (including, without limitation, any indemnity payment made under this Article VII) shall be reduced by any Tax benefit arising from the claim, loss or damage for which the indemnity is being paid to the extent such claimTax benefit is available in the year of payment or accrual.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold each Purchasing Party harmless Buyer and its shareholders, directors, officers, employees, affiliatesAffiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer “Purchaser Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, including reasonable and actual attorneys' ’ fees and expenses) (collectively, "Buyer Damages") asserted against or incurred by any Buyer Purchasing Party or Purchaser Indemnitee (collectively, the “Purchaser Damages”) as a result of or arising out of (i) any a breach of any representation or warranty made by the of Seller contained in Article V, VI, VII or VIII of this Agreement and to the Ancillary Agreements; or extent that Purchaser delivers written notice of such breach to Seller within forty-five (45) days after the expiration of the applicable Survival Period, (ii) a breach of any failure by other agreement or covenant of Seller contained herein that contemplates performance or compliance on or prior to the Seller to perform any agreementClosing Date, covenant or obligation including without limitation execution and delivery of the Seller pursuant to this Agreement or Deeds and other closing documents, (iii) a breach of any liability other agreement or covenant of a Seller existing as ofcontained herein to the extent such agreement or covenant survives Closing, or resulting from acts occurring (iv) the use and operation prior to, to the Closing Date (includingof any of the Purchased Assets assigned, but not limited totransferred or conveyed to Timberlands II, any environmental liability of Seller affecting LLC; provided, however, that Section 14.4 shall be the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilitiesexclusive remedy for Environmental Claims as defined therein. (b) Seller's obligation ’s obligations to indemnify the Buyer Indemnitees under a Purchasing Party or Purchaser Indemnitee pursuant to Section 10.2(a14.3(a) of this Agreement is claims are subject to the following limitations: (i) limitation: No indemnification shall be made by Seller unless the aggregate amount Deductible (including amounts received under Section 14.4) is met; provided, however, and notwithstanding the foregoing, from and after the Closing Date, (i) Seller shall indemnify a Purchasing Party or Purchaser Indemnitee from and against all Purchaser Damages, which may be assessed against or incurred by a Purchasing Party or Purchaser Indemnitee as a result of Buyer Damages exceeds $375,000 and, or arising out of any breach of the representations and warranties contained in such event, indemnification shall be made by Seller only Section 5.7 or Section 6.4 without regard to the extent Buyer Deductible, and without regard to the Damages exceed $375,000; Cap, (ii) In no event shall Seller's aggregate obligation the valuation of a claim will be made without regard to indemnify any materiality qualifier contained within the Buyer Indemnitees exceed $5,000,000;representation whose breach gives rise to the claim. (iiic) The amount of any Buyer Purchaser Damages shall be reduced by (A) any amount actually received by a Buyer Purchasing Party or Purchaser Indemnitee with respect to such Buyer Damages thereto under any third party insurance coverage or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible therefor. If a Purchasing Party or Purchaser Indemnitee makes a valid and timely claim for indemnification under this Section 14.3, the Purchasing Party or Purchaser Indemnitee shall use commercially reasonable efforts to collect any amounts available under such Buyer insurance coverage and from such other party alleged to have responsibility. If a Purchasing Party or Purchaser Indemnitee receives an amount under insurance coverage or from such other party with respect to Purchaser Damages and (B) the amount of at any Tax benefit available time subsequent to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim indemnification provided by Seller pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant 14.3 then such Purchasing Party or Purchaser Indemnitee shall promptly reimburse Seller for any payment made or expense incurred by Seller in connection with providing such indemnification up to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced amount received by the amount Purchasing Party or Purchaser Indemnitee, but net of any expenses incurred by such proceeds received under Purchasing Party or Purchaser Indemnitee in collecting such title insurance policyamount. (vd) Except as otherwise provided above in paragraph (b) of this Section 14.3, Seller shall not be obligated liable for, nor shall any Purchasing Party or Purchaser Indemnitee be entitled to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer receive Purchaser Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end in an amount in excess of the Survival Period. 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 claimCap (including amounts received under Section 14.4).

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreement, from and after the Closing, Seller shall indemnify and hold harmless Buyer Purchaser and its shareholders, directors, officers, employees, affiliatesAffiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer “Purchaser Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, including reasonable attorneys' ’ fees and expenses) (collectively, "Buyer “Purchaser Damages"”) asserted against or incurred by any Buyer Purchaser Indemnitee as a result of or arising out of (i) any a breach of any representation or warranty made by the Seller contained in ARTICLE II of this Agreement (other than a representation or warranty contained in SECTION 2.12(r) the indemnification for which shall be solely and exclusively governed by SECTION 4.08) (each of which, for purposes of this SECTION 7.02(a), shall be deemed to have been made as of the Ancillary Agreements; date hereof and as of the Closing Date, except for those which expressly relate to an earlier date, each of which shall be deemed to have been made as of such earlier date) or (ii) any failure by breach of any of the covenants and agreements of Seller or the Company contained in this Agreement, including any agreement of Seller to perform any agreement, indemnify Purchaser with respect to specific matters contained elsewhere in this Agreement (other than a covenant or obligation of agreement relating to Taxes and set forth in SECTION 4.08 the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Dateindemnification for which shall be solely and exclusively governed by SECTION 4.08), other than the Assumed Liabilities. (b) Seller's ’s obligation to indemnify the Buyer Purchaser Indemnitees for Purchaser Damages under Section 10.2(aSECTION 7.02(a) of this Agreement is subject to the following limitations: (i) Seller shall have no obligation under SECTION 7.02(a) to indemnify any Purchaser Indemnitee for any Purchaser Damages resulting from or arising out of any Terminating Seller Breach occurring after the date hereof but prior to the Closing of which any party hereto has provided written notice to the other parties in accordance with SECTION 4.14 prior to the Closing. (ii) No indemnification shall be made by Seller under SECTION 7.02(a) unless the aggregate amount of Buyer all Purchaser Damages exceeds $375,000 1,000,000 (the “Deductible Amount”) and, in such event, indemnification shall be made by Seller only to the extent Buyer that the aggregate amount of Purchaser Damages exceed $375,000exceeds the Deductible Amount; provided, however, that, the limitations of this SECTION 7.02(b)(ii) shall not apply with respect to any Purchaser Damages arising out of or resulting from breaches of any representation or warranty contained in SECTION 2.03, SECTION 2.12, SECTION 2.15(a) or SECTION 2.24, and, subject to SECTION 7.02(b)(iii), SECTION 7.02(b)(iv) and SECTION 7.02(b)(v), indemnification shall be made by Seller for all Purchaser Damages arising out of or resulting from the breach of any such representation or warranty; (iiiii) Subject to SECTION 7.02(b)(iv) and SECTION 7.02(b)(v), in no event shall Seller’s aggregate obligation to indemnify the Purchaser Indemnitees for Fixed Wing Claims (as defined in SECTION 8.10(h)) of which Seller first receives notice from the applicable Purchaser Indemnitees after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date exceed $11,000,000, or in the case of Fixed Wing Claims arising out of or resulting from breaches of any representation or warranty contained in SECTION 2.03, SECTION 2.11, SECTION 2.12, SECTION 2.13, SECTION 2.15(a) or SECTION 2.24 or any of the covenants or agreements of Seller or the Company contained in SECTION 4.07, the Purchase Price, except in the event that such obligation to indemnify arises from the fraudulent act or omission of Seller; (iv) In no event shall Seller's ’s aggregate obligation to indemnify the Buyer Purchaser Indemnitees for Purchaser Damages under SECTION 7.02(a) exceed $5,000,00040,000,000, or in the case of Purchaser Damages arising out of or resulting from breaches of any representation or warranty contained in SECTION 2.03, SECTION 2.11, SECTION 2.12, SECTION 2.13, SECTION 2.15(a) or SECTION 2.24 or any of the covenants or agreements of Seller or the Company contained in SECTION 4.07, the Purchase Price, except in the event that such obligation to indemnify arises from the fraudulent act or omission of Seller; (iiiv) In no event shall Seller’s aggregate obligation to indemnify the Purchaser Indemnitees under SECTION 7.02(a) exceed the Purchase Price, except in the event that such obligation to indemnify arises from the fraudulent act or omission of Seller; (vi) The amount of any Buyer Purchaser Damages shall be reduced by (A) any amount actually received by a Buyer Purchaser Indemnitee with respect to such Buyer Purchaser Damages under any insurance coverage or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Purchaser Damages. If a Purchaser Indemnitee receives an amount under insurance coverage or from any such other party with respect to Purchaser Damages and at any time subsequent to any indemnification provided by Seller under this SECTION 7.02, then such Purchaser Indemnitee shall promptly (Bbut in no event more than ten (10) the amount Business Days after receipt of any Tax benefit available such amount) reimburse Seller for amounts paid by Seller to the Buyer Purchaser Indemnitee relating in connection with providing such indemnification up to such Buyer Damages;amount received by the Purchaser Indemnitee; and (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (vvii) Seller shall be obligated to indemnify the Buyer Purchaser Indemnitees under SECTION 7.02(a) only for those claims giving rise to Buyer Purchaser Damages as with respect to which the Buyer Purchaser Indemnitees have given Seller written notice of prior to the end of the applicable Survival Period. Any written notice delivered by a Buyer Purchaser Indemnitee to Seller with respect to Buyer Purchaser Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages Purchaser Damages, whether the Purchaser Indemnitee believes the claim to be a Fixed-Wing Claim 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 7.04 hereof, if such written notice (or an amended notice) states the amount of Purchaser Damages claimed and Seller notifies the Purchaser Indemnitee that Seller does not dispute the claim described in such notice or fails to notify the Purchaser Indemnitee within twenty (20) Business Days after delivery of such notice by the Purchaser Indemnitee whether Seller disputes the claim described in such notice, Purchaser Damages in the amount specified in such notice will be deemed admitted by Seller, and Seller will pay the amount of such Purchaser Damages to the Purchaser Indemnitee. If a written notice does not state the amount of Purchaser Damages claimed, such omission will not preclude the Purchaser Indemnitee from recovering from Seller the amount of Purchaser Damages with respect to the claim described in such notice upon final determination thereof. (c) Seller will pay the amount of any Purchaser Damages to the applicable Purchaser Indemnitee within five (5) Business Days following the determination of Seller’s liability for and the amount of Purchaser Damages (whether such determination is made pursuant to the procedures set forth in this ARTICLE VII, by agreement between the Purchaser Indemnitee and Seller or by final adjudication in accordance with the terms of this Agreement).

Seller’s Agreement to Indemnify. (a) Subject to If the terms Closing occurs and conditions Purchaser makes a written claim for indemnification against Seller in accordance with the procedures set forth in this AgreementArticle 12 prior to the Expiration Date, then Seller agrees to indemnify and hold harmless Purchaser subject to the terms of this Article 12, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demandsout-of-pocket liabilities, claims, actions or causes of action, assessments, losses, judgments, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) (collectively, "Buyer the “Purchaser Damages"”) asserted against or incurred by any Buyer Indemnitee Purchaser as a result of or arising out of of: (i) any those Retained Liabilities and those Excluded Assets that are retained at Closing by Seller; (ii) a breach of any representation or warranty made by the in this Agreement; (iii) any covenant to be performed on or before Closing; or (iv) a breach of any agreement or covenant of Seller in this Agreement to be performed after Closing; and the Ancillary Agreements; or sole source to satisfy any remedy with respect to (i) and (ii) above shall be the Escrow Amount, and the limit of Seller’s obligation with respect to clauses (i) and (ii) above, shall be $975,000.00. Notwithstanding the foregoing, any failure by the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or claim based on clause (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date must be made within one hundred eighty (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before 180) days after the Closing Date). As soon as possible after the Expiration Date, the Escrow Amount, including all cash, interest accrued thereon and other than property retained by the Assumed Liabilities. (b) Seller's obligation Escrow Agent, will be delivered to indemnify Seller by the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject Escrow Agent, less an amount necessary to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) satisfy the amount of any Tax benefit available to all then outstanding claims by Purchaser for Purchaser Damages in accordance with the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy terms of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policyEscrow Agreement. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to Upon the terms and subject to conditions set forth in of this AgreementArticle XI, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Buyer Buyer, its Affiliates (including the Company and its shareholdersSubsidiaries) and their respective officers, directors, officersand employees (“Buyer Indemnified Parties”), employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Buyer “Damages") ”), asserted against against, resulting to, imposed upon, or suffered or incurred by any Buyer Indemnitee as a result Indemnified Parties by reason of or arising out of from: (ia) any a breach of any representation or warranty made by the of Seller contained in this Agreement and or any certificate delivered hereunder; (b) a breach of any covenant or agreement of Seller contained in this Agreement or any certificate delivered hereunder; (c) Unrelated Liabilities (as hereinafter defined); (d) the Ancillary AgreementsRetained Litigation; (e) any liability for Indebtedness of the Company or any Division Entity (other than any Capitalized Lease Indebtedness or Earn-Out Indebtedness) outstanding as of the Closing; (f) any Retained Liabilities; (g) any Health Care Related Liabilities; (h) the failure to obtain Consent to a Required Consent Lease such that it becomes a Consented Lease unless, at the time that such Damages are incurred, the 90% Lease Condition is satisfied; (i) the failure to obtain Consent to a Required Consent Third Party Payor Contract such that it becomes a Consented Third Party Payor Contract unless, at the time that such Damages are incurred, the 90% Payor Contract Condition is satisfied; (j) any escheat law with respect to unclaimed property; or (iik) any failure by the Seller to perform any agreement, covenant or obligation costs of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of enforcing any Buyer Damages shall be reduced by Indemnified Party’s rights hereunder (A) any amount received by a collectively, “Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policyClaims”). (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to If the terms Closing occurs and conditions Purchaser makes a written claim for indemnification against Seller or DTI in accordance with the procedures set forth in this AgreementArticle 12, from and after the Closing, then Seller shall or DTI, as appropriate, agrees to indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") Purchaser from and against all liability, demandsout- of-pocket liabilities, claims, actions or causes of action, assessments, losses, judgments, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) (collectively, the "Buyer Purchaser Damages") asserted against or incurred by any Buyer Indemnitee Purchaser as a result of or arising out of of: (i) to the extent that the Sale Approval Order, the Bankruptcy Code and other applicable Laws fail to discharge liability with respect to any claims brought by a third party against Purchaser relating thereto, those Retained Liabilities and those Excluded Assets that are retained at Closing by Seller or DTI; (ii) of a breach of any representation or warranty made by the Seller contained in this Agreement and (other than Inventory representations for which an adjustment is made in the Ancillary AgreementsPurchase Price Adjustment); (iii) a breach of any covenant to be performed by Seller or DTI under this Agreement; or (iiiv) any failure by the Seller to perform pay any agreement, covenant or obligation of amount owed with respect to a purchase money security interest under the Seller pursuant Permitted Liens. The sole source to this Agreement or (iii) satisfy any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation remedy with respect to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages above shall be reduced the Indemnity Escrow Amount. As soon as possible after the Expiration Date, the Indemnity Escrow Amount, including all cash, interest accrued thereon and other property retained by (A) any amount received the Indemnity Escrow Agent, will be delivered to Seller by a Buyer Indemnitee with respect the Indemnity Escrow Agent, less an estimated amount, if any, reasonably sufficient to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) satisfy the amount of any Tax benefit available to all then outstanding claims, if any, by Purchaser for Purchaser Damages in accordance with the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy terms of the title insurance issued pursuant to Section 2.22 of this Indemnity Escrow Agreement against provided such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by claims exceed or have already exceeded the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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 claimin Section 12.3.5.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreement, from and after the Closing, 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 Buyer Buyer, the Company (as long as it remains an affiliate of Buyer) and its shareholders, their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) (collectively, "“Buyer Damages"”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) any a breach of any representation or warranty made by contained in Article II or in the Seller in this Agreement and the Ancillary Agreements; Disclosure Letter or (ii) any failure closing certificate delivered by the Seller to perform any agreement, covenant or obligation on behalf of the Seller pursuant to this Agreement or (iiiii) any liability breach of any of the covenants and agreements of Seller existing as ofcontained in this Agreement, or resulting from acts occurring prior to, including without limitation any agreement of Seller to indemnify Buyer with respect to specific matters contained elsewhere in this Agreement. It is specifically agreed by Seller and Buyer that for a period of ten years after the Closing Date Buyer Damages shall include all costs of Remedial Action in excess of $2,000,000 (includingplus the then remaining balance, but not limited toif any, any environmental liability of Seller affecting the Acquired Factories Basket Amount (as defined herein)) taken by Buyer or the Assets Company with respect to any Release or other condition on the Property, notwithstanding any disclosure thereof by Seller or before that Seller’s representations in Section 2.17 relative to any such environmental matters is to Seller’s knowledge, subject to the Closing Date)provisions of Section 4.13. Buyer Indemnitees shall be entitled to recover any Buyer Damages for which Seller is obligated to indemnify under this Section 7.2, other than (i) first, from the Assumed LiabilitiesEscrow Agent, an amount equal to any Buyer Damages any such Buyer Indemnitee may suffer hereunder pursuant to Section 7.10 and (ii) second, if and to the extent that the Escrow Amount is not sufficient to cover such Buyer Damages, from Seller. (b) Seller's ’s obligation to indemnify the Buyer Indemnitees for Buyer Damages under Section 10.2(a7.2(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 $375,000 500,000 (the “Basket Amount”) and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000500,000 (the “Deductible Amount”); provided, however, that claims for indemnification of Buyer Damages that arise under Section 7.2(a)(i) as a result of the inaccuracy or any representation or warranty contained in Sections 2.2, 2.3, 2.4 or 2.22 shall not be subject to such limitation; (ii) In no event shall Seller's ’s aggregate obligation to indemnify the Buyer Indemnitees under Section 7.2(a)(i) and to indemnify the Buyer Indemnitees for Buyer Damages for Remedial Action under Section 7.2(a) exceed $5,000,00015,000,000 (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 Buyer 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 (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages (provided, however, 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 available realized or reasonably anticipated to be realized by the Buyer Indemnitee relating attributable to such Buyer Damages; Damages (iv) Buyer agrees provided however, that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received 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 detriment pursuant to this Section 7.2(b)(iii), the 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 title insurance policy.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 Buyer Indemnitee in connection with providing such indemnification up to such amount received by the Buyer Indemnitee; and (viv) 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 end of the Survival PeriodPeriod (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, 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. 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 Escrow Amount in accordance with Section 7.10, Seller will pay the amount of any Buyer Damages to the Buyer Indemnitee within 10 business days following the determination of Seller’s liability for and the amount of Seller Damages (whether such determination is made pursuant to the procedures 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. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholdersany Buyer Subsidiaries, and their respective directors, officers, employees, affiliatesAffiliates, controlling persons, agents agents, partners, members and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, including costs of investigation and reasonable attorneys' fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, "the “Buyer Damages"”) asserted against or actually incurred by any Buyer Indemnitee as a result of or of, arising out of (i) any breach or relating to: i. the failure of any representation or warranty of Seller made by to Buyer set forth in this Agreement or any Ancillary Agreement to be true and correct as of the date made or as of the Closing; ii. subject to Section 2.2(f), a breach of any covenant of Seller in this Agreement that contemplates performance or compliance on or prior to the Closing Date; iii. a breach of any covenant of Seller set forth in this Agreement or any Ancillary Agreement that contemplates performance or compliance after the Closing Date (which, for the sake of clarity, does not include Seller's obligation to deliver the Deeds to Buyer or Buyer Subsidiaries at Closing (subject to Section 2.2(f)), but does include any warranty or other covenant under such Deeds); iv. all liabilities and obligations relating to the following: 1. any liabilities relating to or secured by any Monetary Liens, other than the First Mortgage Loan; 2. any accounting, transactional, brokerage or other expenses relating to the negotiation and consummation of the transactions contemplated in this Agreement to be paid by or on behalf of Seller; 3. any other expenses or costs that, pursuant to the terms and of this Agreement or any Ancillary Agreement are to be borne by Seller; 4. any claim arising under or relating to any of the Personal Property Leases, the Licenses, the Assumed Contracts, the Real Property Leases and the Ancillary AgreementsTimber Lease and relating to the period of performance prior to the Closing Date; and 5. any claim asserted by Xxxxxx and related to or arising out of its engagement by Seller or Seller's Affiliates. v. Any claims of third parties (iiincluding any Governmental Authority) and relating to or arising out of the pre-Closing ownership or operation by Seller of the Combined Real Property, including with respect to any New Disclosure Issue of the type described in Section 1.7(d) but excluding any Environmental Matters (other than any Pending Private REC Claims) and any Assumed Liabilities (collectively, “Pre-Closing Third Party Claims”); and vi. Any claim of MetLife under the Mortgage Financing Documents and relating to or arising out of any failure by the Seller to perform any agreement, covenant or obligation obligations prior to Closing under any of the Seller pursuant Mortgage Financing Documents or the occurrence of any event or the existence of any circumstance prior to this Agreement or (iii) any liability Closing which with the delivery of Seller existing as of, or resulting from acts occurring prior tonotice, the passage of time or both, would constitute a breach or default under any Mortgage Financing Documents (“Pre-Closing Date Mortgage Claims”). For purposes of the indemnity set forth in Section 7.2(a)(i) and (includingii) above, the existence and extent of any failure or breach shall be determined without reference to any materiality qualifiers (“Material Adverse Effect,” “in all material respects” and similar qualifiers) contained in the text of the applicable representation, warranty or covenant. If any matter could be asserted as an indemnification claim under one or more of the clauses set forth above in this paragraph (a), the Buyer Indemnitees shall be free to pick and choose the clauses under which they assert such claim, and may assert such claim under multiple clauses, but will not limited to, any environmental liability of Seller affecting be entitled to collect multiple recoveries for the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilitiessame underlying matter. (b) Seller's obligation Buyer agrees that, except as provided in Sections 11.13 and 11.14, the indemnification provided in this Section 7.2 is the exclusive remedy after the Closing Date for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement or any Ancillary Agreement and is in lieu of any and all other rights and remedies that Buyer may have under this Agreement or any Ancillary Agreement or otherwise for monetary relief or equitable relief with respect to the matters described in Section 7.2(a)(i) through (vi) above. There shall be no indemnification for a breach of any representation, warranty, agreement or covenant or other matter described in Section 7.2(a) to the extent that a Purchase Price adjustment has been made with respect to such matter pursuant to Section 1.6. (c) The obligations of Seller to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a7.2(a) of this Agreement is are subject to the following limitations: (i) i. No indemnification shall be made by Seller with respect to any claim made pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) unless the aggregate amount of Buyer Damages under all claims made pursuant to Section 7.2(a)(i) and Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceeds an amount equal to $375,000 300,000 (the “Basket Amount”) and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages under the applicable provisions of this Agreement exceed, in the aggregate, the Basket Amount. Notwithstanding the foregoing, any claim for breach of the representations and warranties (and indemnity related thereto) in Sections 3.1, 3.2 and 3.3, will not be subject to the Basket Amount and no claim for indemnification under Section 7.2(a)(iii) - (vi) will be subject to the Basket Amount. ii. In no event shall the aggregate obligation of Seller to indemnify Buyer Indemnitees pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceed $375,000; 21,120,000 (ii) the “Basic Cap”). In no event shall Seller's liability to Buyer Indemnitees under this Agreement with respect to Pre-Closing Third Party Claims exceed $176,000,000 (the “Third Party Claims Liability Cap”). In no event shall the aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such the Pre-Closing Mortgage Claims exceed the MetLife Makewhole Amount. In addition, after the Closing all liabilities of Seller (and Seller Guarantor under the Seller Guaranty) to Buyer Damages from Indemnitees under this Agreement shall not exceed $220,000,000 in the aggregate (the “Overall Liability Cap”), including, without limitation, any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim indemnification obligations pursuant to this Section 10.2 that is potentially payable under the owner's policy 7.2 and payment by Seller of the title insurance issued MetLife Makewhole Amount pursuant to Section 2.22 of 7.2(c)(iii). Any and all amounts paid by Seller to Buyer Indemnitees under this Agreement Article VII shall be counted once and shall be counted against such title insurance policies before a claim is the Overall Liability Cap and any amounts paid by the Seller Guarantor under the Seller Guaranty shall be considered as payment made against the Overall Liability Cap. iii. If MetLife asserts in writing any Pre-Closing Mortgage Claim after the Closing and also that any “Event of Default” has occurred under any of the MetLife Mortgage Documents, resulting from such Pre-Closing Mortgage Claim, then at Buyer's election (i) at the request of Seller pursuant and to this Section. Buyer Damages shall be reduced by the amount extent permitted under the MetLife Mortgage Documents and without waiver of any claim that Seller or Buyer may have against MetLife relating to or arising from any such proceeds received Pre-Closing Mortgage Claim or Event of Default, within sixty (60) days after such request Buyer will prepay (or pay, if the First Mortgage Loan has been accelerated) in full the amounts outstanding under such title insurance policythe MetLife Mortgage Documents provided that Seller has provided to Buyer on or before the date Buyer delivers its notice of prepayment or payment, as applicable, the funds required to pay the MetLife Makewhole Amount or (ii) in exchange for payment by Seller to Buyer of the MetLife Makewhole Amount, Buyer will agree in writing to indemnify Seller for all liabilities and obligations relating to the MetLife Mortgage Documents, including any Pre-Closing Mortgage Claims. (v) iv. Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival pertinent Indemnity Claim Period, in the event that the Indemnity Claim Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages shall set forth forth, with as much specificity as is reasonably practicable practicable, the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount of such claimthereof.

Seller’s Agreement to Indemnify. A. For a period of 120 days following the Closing Date (athe "Collection Period"), Buyer shall cause the Company to use reasonable efforts (which shall not be construed as requiring the commencement of litigation), to collect the accounts receivable of the Company on the Closing Date. Within thirty (30) Subject days after the end of the Collection Period, Buyer shall submit to Seller one or more itemized statements setting forth a list of those accounts receivable which have not been collected within the terms Collection Period and conditions the amount set forth in this Agreement, from and after the Closing, such itemized statements(s) shall be treated as Buyer Indemnity Claims. Seller shall within 7 Business Days of receipt of such list pay to Buyer the aggregate amount set forth on such list. Upon satisfaction in full of any such claim, Buyer shall deliver to Seller, one or more executed agreements assigning to Seller all right, title and interest of the Company in and to any such accounts receivable in respect of which Buyer has received full payment and Buyer shall notify the payor of such accounts receivable that payment is to be submitted to Seller. To the extent Buyer shall receive payment with respect to such accounts receivable, Buyer shall submit such amounts to Seller. B. In the event that the Company has not sold all of the inventory of the Company on hand as of the Closing Date within twenty-four (24) months of the Closing Date (such inventory to be referred to as the Unsold Inventory), Buyer may claim reimbursement from Seller for the difference between book value of the Unsold Inventory as reflected on the Closing Date Balance Sheet and the scrap value of the Unsold Inventory determined by reference to the published prices for scrap in the weekly issue of the American Metals Market for the Detroit, Michigan area which is closest in date to the date which is twenty-four (24) months from the Closing Date. Any such claim must be made within thirty (30) months of the Closing Date or Buyer shall be deemed to have waived such claim. Seller shall pay Buyer the full amount of such claim within 15 days following a Definitive Resolution as provided in Section 8.4 by wire transfer to an account designated by Buyer or by certified check payable to Buyer. C. Seller shall defend, indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") Company from and against all any Buyer Indemnity Claims arising under this Agreement. For purposes of this Agreement, the term "Loss" shall mean any loss, damage, deficiency, claim, liability, demandsobligation, claimssuit, actions or causes of action, assessmentsproceeding, lossesdemand, damagesassessment, costs and expenses judgment, fee, cost or expense of any nature whatsoever (including, without limitation, all interest and penalties in connection with the foregoing and all out-of-pocket costs and expenses incident to the investigation, settlement or disposal of any of the foregoing, including, without limitation, reasonable attorneys' fees and expenses) (collectively, "disbursements of accountants and counsel). The term Buyer Damages") asserted against or incurred by Indemnity Claim shall mean any Buyer Indemnitee as a result of or Loss arising out of of, based upon or resulting from (i) any breach of any representation and warranty of the Company or warranty made by the Seller which is contained in this Agreement and the Ancillary Agreements; or any Schedule, Exhibit, certificate or other instrument or document delivered pursuant hereto, or, (ii) any breach or nonfulfillment of, or any failure by the Seller to perform perform, any agreement, covenant or obligation of the covenants, agreements or undertakings of the Company or Seller which are contained in or made pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed LiabilitiesAgreement. (b) Seller's obligation to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions limitations set forth in this AgreementArticle X, from and after the ClosingClosing Date until the Final Date, each Seller shall will indemnify and hold harmless Buyer Purchasers and its shareholdersrespective officers, directors, officers, agents and employees, affiliatesand each person, controlling personsif any, agents who controls or may control Purchasers within the meaning of the Securities Act (hereinafter referred to individually as a "Company Indemnified Person" and representatives and their successors and assigns (collectively, the collectively as "Buyer IndemniteesCompany Indemnified Persons") from and against any and all liabilityclaims, demands, claimsactions, actions or causes of action, assessmentslosses, lossescosts, damages, costs liabilities and expenses (including, without limitation, reasonable attorneys' fees legal fees, (net of: (i) any recoveries under insurance policies; (ii) recoveries from third parties; and expenses(iii) (collectively, "Buyer Damages"tax savings known to Company Indemnified Persons at the time of making of claims hereunder) asserted made against or incurred by any Buyer Indemnitee Company Indemnified Persons (hereafter in this Section 10.1 referred to as a result of or "Purchasers Damages"), arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants or agreements given or made in this Agreement or any certificate or exhibit delivered by or on behalf of any Seller pursuant hereto. The indemnification provided for in this Section 10.1 will not apply unless and until the aggregate Purchasers Damages for which one or more Company Indemnified Persons seeks indemnification exceeds $75,000 in the aggregate, in which event the indemnification provided for will include all Purchasers Damages (a "Franchise Deductible"). The aggregate liability of the Sellers for indemnification under this Agreement shall not exceed the Purchase Price. The Company Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such Company Indemnified Persons are not entitled to consequential, special, or other speculative or punitive categories of damages. (b) Sellers further agree to indemnify and hold harmless Purchasers and all Company Indemnified Persons, without regard to the Franchise Deductible for any damages, liabilities, fines, costs, losses or other expense incurred in connection with: (i) the termination, if any, of employment of Xxxxxx Xxxxxx or Xxx X'Xxxxxxx at any breach time before or within twelve months of any representation or warranty made by the Seller in this Agreement and the Ancillary AgreementsClosing; or (ii) any failure by the Seller to perform any agreement, covenant or obligation a breach of the Seller pursuant to this Agreement or representation set forth in Section 2.11 (Taxes); (iii) any liability of Seller existing as ofSellers, GIR, or resulting from acts occurring prior tothe Companies failing to have obtained or maintained any license or other Governmental Authorization, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation to indemnify the Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification shall be made by Seller unless the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees any costs not set forth on Sellers' Financial Statements for failing to provide software that Buyer shall pursue any claim pursuant to this satisfies in full the representations set forth in Section 10.2 that 2.21, whether or not a limitation is potentially payable under set forth on the owner's policy Disclosure Schedule; and for liability in excess of the title insurance issued pursuant to Franchise Deductible for all actions, suits, proceedings, claims or investigations covered by Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages shall 2.10 whether or not set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages and, to the extent reasonably practicable, on a reasonable estimate of the amount of such claimDisclosure Schedule.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholdersany Buyer Subsidiaries, and their respective directors, officers, employees, affiliatesAffiliates, controlling persons, agents agents, partners, members and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, including costs of investigation and reasonable attorneys' ’ fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, "the “Buyer Damages"”) asserted against or actually incurred by any Buyer Indemnitee as a result of or of, arising out of or relating to: (i) any breach the failure of any representation or warranty of Seller made by to Buyer set forth in this Agreement or any Ancillary Agreement to be true and correct as of the date made or as of the Closing; (ii) subject to Section 2.2(f), a breach of any covenant of Seller in this Agreement that contemplates performance or compliance on or prior to the Closing Date; (iii) a breach of any covenant of Seller set forth in this Agreement or any Ancillary Agreement that contemplates performance or compliance after the Closing Date (which, for the sake of clarity, does not include Seller’s obligation to deliver the Deed to Buyer or Buyer Subsidiaries at Closing (subject to Section 2.2(f)) but does include any warranty or other covenant under the Deed); (iv) all liabilities and obligations relating to the following: (A) any liabilities relating to or secured by any Monetary Liens, other than the First Mortgage Loan; (B) any accounting, transactional, brokerage or other expenses relating to the negotiation and consummation of the transactions contemplated in this Agreement to be paid by or on behalf of Seller; (C) any other expenses or costs that, pursuant to the terms and of this Agreement or any Ancillary Agreement are to be borne by Seller; (D) any claim arising under or relating to any of the Personal Property Leases, the Licenses, the Assumed Contracts and the Ancillary AgreementsReal Property Leases and relating to the period of performance prior to the Closing Date; and (E) any claim asserted by Xxxxxx and related to or arising out of its engagement by Seller or Seller’s Affiliates. (iiv) Any claims of third parties (including any Governmental Authority) and relating to or arising out of the pre-Closing ownership or operation by Seller of the Timberlands, including with respect to any New Disclosure Issue of the type described in Section 1.7(d) but excluding any Environmental Matters (other than any Pending Private REC Claims) and any Assumed Liabilities (collectively, “Pre-Closing Third Party Claims”); and (vi) Any claim of MetLife under the Mortgage Financing Documents and relating to or arising out of any failure by the Seller to perform any agreement, covenant or obligation obligations prior to Closing under any of the Seller pursuant Mortgage Financing Documents or the occurrence of any event or the existence of any circumstance prior to this Agreement or (iii) any liability Closing which with the delivery of Seller existing as of, or resulting from acts occurring prior tonotice, the passage of time or both, would constitute a breach or default under any Mortgage Financing Documents (“Pre-Closing Date Mortgage Claims”). For purposes of the indemnity set forth in Section 7.2(a)(i) and (includingii) above, the existence and extent of any failure or breach shall be determined without reference to any materiality qualifiers (“Material Adverse Effect,” “in all material respects” and similar qualifiers) contained in the text of the applicable representation, warranty or covenant. If any matter could be asserted as an indemnification claim under one or more of the clauses set forth above in this paragraph (a), the Buyer Indemnitees shall be free to pick and choose the clauses under which they assert such claim, and may assert such claim under multiple clauses, but will not limited to, any environmental liability of Seller affecting be entitled to collect multiple recoveries for the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilitiessame underlying matter. (b) Seller's obligation Buyer agrees that, except as provided in Sections 11.13 and 11.14, the indemnification provided in this Section 7.2 is the exclusive remedy after the Closing Date for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement or any Ancillary Agreement and is in lieu of any and all other rights and remedies that Buyer may have under this Agreement or any Ancillary Agreement or otherwise for monetary relief or equitable relief with respect to the matters described in Section 7.2(a)(i) through (vi) above. There shall be no indemnification for a breach of any representation, warranty, agreement or covenant or other matter described in Section 7.2(a) to the extent that a Purchase Price adjustment has been made with respect to such matter pursuant to Section 1.6. (c) The obligations of Seller to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a7.2(a) of this Agreement is are subject to the following limitations: (i) No indemnification shall be made by Seller with respect to any claim made pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) unless the aggregate amount of Buyer Damages under all claims made pursuant to Section 7.2(a)(i) and Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceeds an amount equal to $375,000 75,000 (the “Basket Amount”) and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000;under the applicable provisions of this Agreement exceed, in the aggregate, the Basket Amount. Notwithstanding the foregoing, any claim for breach of the representations and warranties (and indemnity related thereto) in Sections 3.1, 3.2 and 3.3, will not be subject to the Basket Amount and no claim for indemnification under Section 7.2(a)(iii) - (vi) will be subject to the Basket Amount. (ii) In no event shall the aggregate obligation of Seller to indemnify Buyer Indemnitees pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceed $5,280,000 (the “Basic Cap”). In no event shall Seller's ’s liability to Buyer Indemnitees under this Agreement with respect to Pre-Closing Third Party Claims exceed $44,000,000 (the “Third Party Claims Liability Cap”). In no event shall the aggregate obligation to indemnify Buyer with respect to the Pre-Closing Mortgage Claims exceed the MetLife Makewhole Amount. In addition, after the Closing all liabilities of Seller (and Seller Guarantor under the Seller Guaranty) to Buyer Indemnitees under this Agreement shall not exceed $5,000,000;55,000,000 in the aggregate (the “Overall Liability Cap”), including, without limitation, any indemnification obligations pursuant to this Section 7.2 and payment by Seller of the MetLife Makewhole Amount pursuant to Section 7.2(c)(iii). Any and all amounts paid by Seller to Buyer Indemnitees under this Article VII shall be counted once and shall be counted against the Overall Liability Cap and any amounts paid by the Seller Guarantor under the Seller Guaranty shall be considered as payment made against the Overall Liability Cap. (iii) The amount If MetLife asserts in writing any Pre-Closing Mortgage Claim after the Closing and also that any “Event of Default” has occurred under any of the MetLife Mortgage Documents, resulting from such Pre-Closing Mortgage Claim, then at Buyer’s election (i) at the request of Seller and to the extent permitted under the MetLife Mortgage Documents and without waiver of any claim that Seller or Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect may have against MetLife relating to such Buyer Damages or arising from any other party such Pre-Closing Mortgage Claim or Event of Default, within sixty (excluding insurance coverage except 60) days after such request Buyer will prepay (or pay, if the First Mortgage Loan has been accelerated) in full the amounts outstanding under the MetLife Mortgage Documents provided that Seller has provided to Buyer on or before the date Buyer delivers its notice of prepayment or payment, as set forth hereinapplicable, the funds required to pay the MetLife Makewhole Amount or (ii) alleged in exchange for payment by Seller to be responsible Buyer of the MetLife Makewhole Amount, Buyer will agree in writing to indemnify Seller for such Buyer Damages all liabilities and (B) the amount of any Tax benefit available obligations relating to the Buyer Indemnitee relating to such Buyer Damages;MetLife Mortgage Documents, including any Pre-Closing Mortgage Claims. (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policy. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival pertinent Indemnity Claim Period, in the event that the Indemnity Claim Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee to Seller with respect to Buyer Damages shall set forth forth, with as much specificity as is reasonably practicable practicable, the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount of such claimthereof.

Seller’s Agreement to Indemnify. (a) Subject to Upon the terms and subject to the conditions set forth in of this AgreementArticle IX, Sellers shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and affiliates (including the Company, from and after the Closing) at any time after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, lossesdamages, damagesliabilities, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys' ’ fees and expenses) expenses (collectively, "Buyer “Damages"”) asserted against against, resulting to, imposed upon or incurred by any Buyer Indemnitee as a result or such affiliates by reason of or arising out of resulting from (ia) any a breach of any representation or warranty of Sellers contained in or made pursuant to this Agreement; (b) non-fulfillment of any agreement or covenant of Sellers contained in or made pursuant to this Agreement; (c) the Company’s breach of any agreements with third parties prior to the Closing; (d) liabilities of the Company arising prior to the Closing Date except to the extent such liabilities are accrued for on the Closing Working Capital Statement; (e) any Taxes imposed on Company to be paid by Sellers with respect to Pre-Closing Tax Periods and Straddle Periods to the extent set forth in Section 6.9; (f) liabilities relating to the Excluded Assets and the Excluded Liabilities to the extent such liabilities are not accrued for on the Closing Working Capital Statement; and (g) liabilities relating to the bonus payments to be made pursuant to Section 6.6 of the Disclosure Schedule (other than the payment obligations as set forth in Section 6.6 and liabilities relating to the failure by the Seller Company to make the required bonus payments or relating to the post-closing administration of the bonus plan)(collectively, "Buyer Claims"). For the avoidance of doubt, the indemnification provided under Section 9.2(g) includes the indemnification for liabilities relating to the selection criteria used in identifying initial participants in the bonus plan, as well as liabilities relating to the amounts of any bonus payments for any initial participant or the relative amounts of the bonus payments to be made to any initial participants compared to any other participants. Any amount owing to Buyer as a result of any Buyer Claim pursuant to this Agreement and Section 9.2 shall, to the Ancillary Agreementsextent available, first be set-off against the Holdback Amount; provided further that Buyer shall only set-off any Buyer Claim to the extent (i) there is a final order, decree or judgment of a court of competent jurisdiction in the United States of America (the time for appeal having expired with no appeal having been taken) resolving such Buyer Claim in favor of Buyer or (ii) any failure by the Seller to perform any agreement, covenant or obligation of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before the Closing Date), other than the Assumed Liabilities. (b) Seller's obligation to indemnify the Sellers and Buyer Indemnitees under Section 10.2(a) of this Agreement is subject to the following limitations: (i) No indemnification have agreed in writing that such Buyer Claim shall be made by Seller unless set-off against the aggregate amount of Buyer Damages exceeds $375,000 and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000; (ii) In no event shall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $5,000,000; (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for such Buyer Damages and (B) the amount of any Tax benefit available to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim pursuant to this Section 10.2 that is potentially payable under the owner's policy of the title insurance issued pursuant to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced by the amount of any such proceeds received under such title insurance policyHoldback Amount. (v) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of the Survival Period. 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.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, affiliates, controlling persons, agents officers and representatives employees and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, allegations of infringement, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses, and whether or not arising from a third party claim) (collectively, "the “Buyer Damages"”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) any the Excluded Liabilities (including, but not limited to the Retained Claim Liability and the Retained Specified Liability), the Excluded Assets or the operation of the Business prior to Closing to the extent not included among the Assumed Liabilities, (ii) a breach of any representation or warranty made by the contained in Article III of this Agreement, (iii) a breach of any agreement or covenant of Seller in this Agreement and the Ancillary Agreements; Agreement, or (iiiv) any failure by the of Seller to perform any agreementcomply with applicable bulk sales laws, covenant or except that this clause (iv) shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities notwithstanding Buyer’s right to make an indemnification claim hereunder. For the avoidance of doubt, Seller pursuant shall not have any obligation to this Agreement or (iii) any liability indemnify for Liabilities relating to operation of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (including, but not limited to, any environmental liability of Seller affecting the Acquired Factories or the Assets on or before Business after the Closing Date). For avoidance of doubt, other than Seller’s obligation to indemnify Buyer Indemnitees for Buyer Damages under this Section 7.2 with respect to the Assumed LiabilitiesRetained Claim Liability and the Retained Specified Liability shall include, without limitation, actual or enhanced damages, settlement amounts and reasonable attorneys’ fees and expenses. (b) Seller's obligation ’s obligations to indemnify the Buyer Indemnitees under pursuant to Section 10.2(a7.2(a) of this Agreement is hereof are subject to the following limitations: (i) No indemnification shall be made by Seller with respect to any claim made pursuant to Section 7.2(a)(ii) unless the aggregate amount of Buyer Damages under all claims exceeds $375,000 an amount equal to the Basket Amount and, in such event, indemnification shall be made by Seller only to the extent Buyer Damages exceed $375,000exceed, in the aggregate, the Basket Amount, provided that the foregoing limitations on indemnification set forth in this Section 7.2(b)(i) shall not apply to any Buyer Damages related to any breach of any representation or warranty in Sections 3.1(a) (Organization), 3.2 (Authorization) and 3.3(a) (Title to Assets) and any written claim of patent infringement (other than the Additional Claim or the Specified Lawsuit) relating to the Business as to which Seller had knowledge as of the Closing; (iiA) In no event shall Seller's ’s aggregate obligation to indemnify Buyer Indemnitees pursuant to Section 7.2(a)(ii) exceed an amount equal to the Cap (except for breaches of the IP Rep, in which case the Cap shall not exceed the Maximum Cap, provided that in no event shall Seller have an obligation to indemnify Buyer pursuant to Section 7.2(a)(ii) for any amounts in excess of the Maximum Cap in the aggregate), provided that the foregoing limitation on indemnification set forth in this Section 7.2(b)(ii) shall not apply to any Buyer Damages related to any breach of any representation or warranty in Sections 3.1(a) (Organization), 3.2 (Authorization), 3.3(a) (Title to Assets), and any written claim of patent infringement (other than the Additional Claim or the Specified Lawsuit) relating to the Business as to which Seller had knowledge as of the Closing; and (B) Without in any way limiting the effect of clause (A) of this Section 7.2(b)(ii), Seller’s obligation to indemnify the Buyer Indemnitees exceed $5,000,000;for a breach of the IP Rep shall be limited to the amount of Buyer Damages directly attributable (including reasonable and necessary attorneys’ fees and expenses based on the parties relative exposure) to the operation of the Business during the Applicable Period. (iii) The amount of any Buyer Damages shall be reduced by (A) any amount received by a Buyer Indemnitee with respect to such Buyer Damages thereto under any third party insurance coverage or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for therefor. If a Buyer Indemnitee receives an amount under insurance coverage or from such other party with respect to Buyer Damages and (B) the amount of at any Tax benefit available time subsequent to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim indemnification provided by Seller pursuant to this Section 10.2 7.2, then such Buyer Indemnitee shall and Buyer shall take commercially reasonable efforts to ensure that is potentially payable under the owner's policy of the title insurance issued pursuant such Buyer Indemnitee shall promptly reimburse Seller for any payment made or expense incurred by Seller in connection with providing such indemnification up to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. amount received by Buyer Damages shall be reduced by the amount Indemnitee, but net of any expenses incurred by such proceeds received under Buyer Indemnitee in collecting such title insurance policy.amount; and (viv) Seller shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice of prior to the end of any applicable Indemnity Period, in the Survival Periodevent that an 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 forth, with as much specificity as is reasonably practicable practicable, the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount of such claimthereof.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth in this Agreementherein, from and after the Closing, Seller the Sellers shall indemnify and hold harmless Buyer Purchaser and its shareholders, respective directors, officers, employees, affiliatesAffiliates, controlling persons, agents and representatives and their its successors and assigns (collectively, the "Buyer “Purchaser Indemnitees"”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, including reasonable attorneys' ’ fees and expenses) (collectively, "Buyer “Purchaser Damages"”) asserted against or incurred by any Buyer Purchaser Indemnitee as a result of or arising out of of: (i) any a breach of any representation or warranty made by the Seller contained in Article IV, Article V, Article VI, and Article VII of this Agreement when made or at and the Ancillary Agreements; or (ii) any failure by the Seller to perform any agreement, covenant or obligation as of the Seller pursuant to this Agreement or (iii) any liability of Seller existing as of, or resulting from acts occurring prior to, the Closing Date (includingor at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period); provided that (A) each Seller is required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any breach of a Company Representation and Warranty pro rata against the amount of such Seller’s Holdback as of the time of such claim, (B) only Crompton is required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any breach of a Crompton Representation and Warranty, (C) only the BCCM Shareholders as a group are required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any breach of any BCCM Representations and Warranties pro rata against the amount of such BCCM Shareholders’ Holdback as of the time of such claim; (D) only the breaching BCCM Shareholder is required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any breach of a BCCM Shareholder Representation, but not limited toagainst the amount of such BCCM Shareholders’ Holdback as of the time of such claim; (E) only the breaching Management Member is required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any breach of a Management Member Representation and Warranty, against the amount of such Management Member’s Holdback as of the time of such claim; (F) only the breaching Seller is required to indemnify and hold harmless the Purchaser Indemnitees with respect to any environmental Purchaser Damages relating to any breach of such Seller’s Title Representations; (ii) product liability of Seller affecting and product warranties relating to products manufactured, sold and shipped by the Acquired Factories or the Assets on or before Company after April 29, 2005 and prior to the Closing Date, except to the extent reserved on the Reference Balance Sheet; (iii) the lawsuits (A) XxXxxxxxxxxxx v. Black Xxxxxxx Converting Machinery LLC (Black Xxxxxxx Converting Machinery Inc. named a successor)(New Jersey) in excess of any amount reserved for such specific matter on the Reference Balance Sheet, and (B) General Cable x. Xxxxx-Standard (Greece), in excess of any amount reserved for such specific matter on the Reference Balance Sheet, provided that only the BCCM Shareholders shall bear responsibility for lawsuit (A) pro rata against the amount of such BCCM Shareholders’ Holdback as of the time of such claim, and only Crompton shall bear responsibility for lawsuit (B) against the amount of Crompton’s Holdback as of the time of such claim, as more fully described in Section 12.5; (iv) a breach of any covenant or agreement of any Seller contained in this Agreement, in any Ancillary Agreement or in any other than agreement delivered by Sellers in connection with the Assumed Liabilitiestransactions contemplated hereby, provided that only the breaching Seller is required to indemnify and hold harmless the Purchaser Indemnitees pursuant to this Section 12.2(a)(iv); and (v) any Company Tax Amount or BCCM Tax Amount, provided that only the BCCM Shareholders are required to indemnify and hold harmless the Purchaser Indemnitees with respect to any Purchaser Damages relating to any BCCM Tax Amount. (b) Seller's The Sellers’ obligation to indemnify the Buyer Purchaser Indemnitees under pursuant to Section 10.2(a12.2(a) of this Agreement hereof or otherwise is subject to the following limitations: (i) No indemnification shall be made by Seller the Sellers pursuant to Section 12.2(a)(i) unless the aggregate amount of Buyer Purchaser Damages (for all claims) pursuant to Section 12.2(a)(i) exceeds $375,000 500,000 and, in such event, indemnification shall be made by Seller the Sellers only to the extent Buyer Damages exceed of such excess; provided, that each respective Seller’s Title Representations shall not be subject to this $375,000500,000 threshold; (ii) In no event shall Seller's Sellers’ aggregate obligation to indemnify the Buyer Purchaser Indemnitees pursuant to this Agreement or otherwise exceed $5,000,00010 million in the aggregate (the “Sellers’ Indemnification Cap”), provided that the Sellers’ Indemnification Cap shall be reduced automatically on the date that the distributions set forth in Section 2.7, Section 3.3 or Section 12.5(b) are required to be made, even if such distributions are not made for reasons other than in connection with a disputed and unsettled matter handled in accordance with Section 2.7 or Section 3.3 for which timely notice has been given, as applicable; provided further, that subject to Section 12.2(b)(iii) below, Sellers’ aggregate obligation to indemnify Purchaser Indemnitees for breaches of the Title Representations shall not be subject to the Sellers’ Indemnification Cap; (iii) Notwithstanding anything to the contrary that may be contained in this Agreement, (A) except with respect to claims against a breaching Seller with respect to such Seller’s Title Representations, the Purchaser Indemnitees’ recourse for Purchaser Damages shall be solely and exclusively as provided in Section 12.5 below, and (B) in no event shall the individual liability of any Seller for Purchaser Damages with respect to such Seller’s Title Representations exceed the Merger Consideration and/or Purchase Price actually received by such Seller. (iv) The amount of any Buyer Purchaser Damages shall be reduced by (A) any amount finally received by the Company or a Buyer Purchaser Indemnitee with respect to such Buyer Damages thereto under any insurance coverage or from any other party (excluding insurance coverage except as set forth herein) alleged to be responsible for therefor. Purchaser Indemnitees and the Company shall use commercially reasonable efforts to collect any amounts available under such Buyer insurance coverage and from such other party alleged to have responsibility. If a Purchaser Indemnitee or the Company receives an amount under insurance coverage or from such other party with respect to Purchaser Damages and (B) the amount of at any Tax benefit available time subsequent to the Buyer Indemnitee relating to such Buyer Damages; (iv) Buyer agrees that Buyer shall pursue any claim indemnification provided by Sellers pursuant to this Section 10.2 that is potentially payable under 12.2, then such Purchaser Indemnitee or the owner's policy of Company, as applicable, shall promptly reimburse the title insurance issued pursuant applicable Sellers for any payment made or expense incurred by Sellers in connection with providing such indemnification up to Section 2.22 of this Agreement against such title insurance policies before a claim is made against Seller pursuant to this Section. Buyer Damages shall be reduced amount received by Purchaser Indemnitee or the amount of any such proceeds received under such title insurance policy.Company; (v) Seller Sellers shall be obligated to indemnify the Buyer Purchaser Indemnitees pursuant to Section 12.2 only for those claims giving rise to Buyer Purchaser Damages as to which the Buyer Purchaser Indemnitees have given Seller Sellers written notice of thereof prior to the end of the applicable Survival Period. Any written notice delivered by a Buyer Purchaser Indemnitee to Seller Sellers with respect to Buyer Purchaser Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Purchaser Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof; (vi) Crompton shall not be obligated to indemnify Purchaser Indemnitees pursuant to Section 12.2 for any claims arising from Crompton’s breach of such claimthe representation and warranties contained in Section 5.8 if, and to the extent, Sellers are obligated to indemnify Purchaser Indemnitees with respect to the same Purchaser Damages; and (vii) If and to the extent that Purchaser breaches the representation and warranties contained in Section 8.9, Purchaser waives any claim for indemnification arising as a result of a breach of a Company representation with respect to the same Purchaser Damages.