Common use of Seller’s Indemnification Clause in Contracts

Seller’s Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses arising out of or relating to: (a) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that 18.2.1 For a period of eighteen (18) months after the Closing occurs and subject to the other provisions of this Article 11Date, Seller shall releaseindemnify, defend and hold harmless Buyer and/or any or all of their officers, directors, managers, employees or agents (including, without limitation, its financial advisor) (collectively a “Buyer Indemnitee”) from and against any and all Damages suffered or incurred by Buyer and/or any or all of their officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Seller to perform, any of Seller’s representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of action or failure to take action by Seller or any of Seller’s agents, employees or partners before the Closing Date, and, to the extent of the obligations in Sections 7.6 and 7.7, after the Closing Date, whether or not such action or failure to take action constitutes a breach of any provision of this Agreement, (c) any and all claims of any kind and description of employees that relate to their hiring, employment and/or termination by Seller, provided that the facts or events giving rise to such claims occurred before the Closing, (d) any and all debts, obligations and liabilities of Seller not specifically assumed by Buyer hereunder, including, without limitation, the Excluded Obligations, (e) any and all claims made by any broker, finder or agent claiming a fee or commission through Seller and (f) the fraud or willful misconduct of Seller. Notwithstanding the foregoing, (x) the indemnification obligations regarding litigation, fraud and willful misconduct shall continue for the applicable statutes of limitation and appeal periods related thereto, (y) if and to the extent Buyer notifies Seller in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Seller shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied and (z) the indemnification obligations regarding Section 5.1 shall continue indefinitely. 18.2.2 Seller shall indemnify, defend, indemnify and hold harmless the Buyer Indemnitees from all of the debts, liabilities and against any obligations of Seller not expressly assumed by Buyer under this Agreement and all Losses claims, suits, actions, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of therefrom or relating to: (a) Seller’s breach of from any covenant or agreement made failure by Seller in this Agreement; (b) The breach of any of or the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability shareholders of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to pay or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all discharge such liabilities and obligations (whether vestedincluding, absolutewithout limitation, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to any Excluded Obligation) as and when they become due. The obligations of Seller to indemnify Buyer for such debts, liabilities and whether contractual, statutory, or otherwise) relating obligations of Seller shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the ownership and/or operation expiration of the Retained Assets, whether before or after Closingeighteen (18) month period following the Closing Date.

Seller’s Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 11The Sellers shall indemnify, Seller shall release, defend, indemnify defend and hold harmless Investor, the Buyer Indemnitees Merger Sub (for the period of time from the date hereof through the Effective Time), the Company (from and against after the Effective Time) and each of Investor’s, the Merger Sub’s and the Company’s respective Affiliates, subsidiaries, shareholders, directors, officers, employees and agents, other than the Sellers and their Affiliates (not including the Company) (collectively, “Investor’s Indemnitees”), from any and all Losses arising out resulting from or attributable to: (i) the breach of, or misstatement in, any one or more of the representations or relating to: (a) Seller’s breach warranties of any covenant the Sellers or agreement made by Seller the Company set forth in this Agreement; , determined without giving effect to any Material Adverse Effect or materiality qualifiers contained in such representations or warranties, (bii) The any claims, demands, suits, investigations, proceedings or actions by any third party containing or relating to allegations that, if true, would constitute a breach of, or misstatement in, any one or more of the representations or warranties of the Sellers set forth in this Agreement, without giving effect to any Material Adverse Effect or materiality qualifiers contained in such representations or warranties, (iii) the failure to perform any of the Fundamental Representations covenants of the Sellers set forth in this Agreement including, but not limited to, those set forth in Section 2.03(b) and Article VIII, (iv) any actual or any representation with alleged Tax liability of the Company in respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation period (or warranty (other than any Fundamental Representationportion thereof) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before through the Closing Date as a result well as the Losses described in Section 8.02(b), (v) the failure of the ownership and/or operation Company to obtain a nondisturbance agreement for any of the Assets, Leases other than the Leases under which a Seller or any obligations arising under an Affiliate (other than a sibling) of a Seller is the Material Agreements to the extent attributable to the period lessor prior to the Closing Date; Closing; provided, however, that Sellers’ indemnification obligations pursuant to this clause (fv) Any Tax liability of Seller attributable to a period prior shall be subject to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plansMinimum Loss and Indemnification Cap limitations set forth in Section 10.06, or (iiivi) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable fees payable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after ClosingKeyBanc Capital Markets.

Seller’s Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses arising out of or relating to: (a) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c9.4(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c9.4(c); (d) Any Covered Environmental Losses suffered or incurred by any Company Entity or Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of any Company Entity or Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ (including, before the Closing, the Company Entities’) employment of their respective employees, (ii) Seller’s or its Affiliates’ (including, before the Closing, the Company Entities’) employee benefit plans, or (iii) Seller’s or its Affiliates’ (including, before the Closing, the Company Entities’) responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that (a) From and after the Closing occurs and subject to the other provisions of this Article 11Date, Seller shall releaseprotect, defend, indemnify and hold harmless Purchaser and the Buyer Indemnitees Company from and against any and all Losses arising out Taxes which are imposed on the Company in respect of its income, business, property or relating to: operations or for which the Company may otherwise be liable (ai) Seller’s breach of for any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the taxable period ending prior to the Closing Date; , (fii) Any Tax resulting by reason of the several liability of Seller attributable the Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation or by reason of the Company having been a period member of any consolidated, combined or unitary group on or prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) resulting from the Company ceasing to be a member of the affiliated group (within the meaning of Section 1504(a) of the Code) that includes Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, (iv) in respect of employee benefit plans applicable any period ending after the Closing Date, attributable to their respective employeesevents, transactions, sales, deposits, services or rentals occurring, received or performed in a period ending prior to the Closing Date, (v) in respect of any period ending after the Closing Date, attributable to any change in accounting method employed by the Company during any of its four previous taxable years, (vi) in respect of any period ending after the Closing Date, attributable to any items of income or gain of a partnership reporting the Company as a partner, to the extent such items are properly attributable to periods of the partnership ending on or before the Closing Date, (vii) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an affiliate of Seller) to the Company of any intercompany indebtedness owed by the Company to Seller (or an affiliate of Seller), (viii) resulting from the making of the Code Section 338 election (or analogous provision of state, local or territorial law), and (ix) resulting from the breach of Seller's covenants set forth in Article 6; andprovided, however, that Seller's liability under the foregoing provisions of this paragraph shall be reduced as to any item to the extent that such item was specifically and fully reserved for on the consolidated balance sheet of Seller as of the most recent SEC filings. (hb) Any and all liabilities and obligations (whether vestedPurchaser will, absoluteas to any Taxes in respect of which Seller has agreed to indemnify Purchaser or the Company, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become duepromptly inform Seller of, and whether contractualpermit the participation of Seller in, statutoryany investigation, audit or otherwise) relating other proceeding by or with the Internal Revenue Service or any other taxing authority empowered to administer or enforce such a tax and will not consent to the ownership and/or operation settlement or final determination in such proceeding without the prior written consent of Seller (which consent will not be unreasonably withheld). (c) All payments pursuant to this Section 6.5 will be, and will be treated as, adjustments to the Retained Assets, whether before or after ClosingMerger Consideration.

Seller’s Indemnification. Provided that Subject to the limitations set forth in 12.5 and (to the extent applicable) Section 12.4, from and after the Closing occurs and subject Date, each of the Sellers, severally, but not jointly, hereby agrees to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold harmless Buyer, its Affiliates, each of their officers, directors, partners, members, employees and agents, and, without duplication, the Company (collectively, the "Buyer Indemnitees Indemnified Parties") from and against any and all Losses Claims, judgments, causes of action, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses, including costs of investigation and attorneys' fees and expenses in connection with any action, suit or proceeding (collectively, "Losses") arising out of, based upon, attributable to or resulting from any of or relating tothe following: (a) Seller’s any breach of any covenant representation or agreement made by warranty of such Seller contained in this AgreementAgreement or any inaccuracy in any certificate delivered to Buyer by such Seller pursuant to this Agreement with respect to any such representation or warranty; (b) The any breach of any representation or warranty of the Fundamental Representations Company contained in this Agreement (other than Section 4.12) or any representation with respect thereto inaccuracy in the any certificate delivered to Buyer by the Company pursuant to this Agreement (except to the extent that any such certificate relates to a representation or warranty contained in Section 9.2(c4.12); (c) The any breach of any representation agreement or warranty covenant on the part of such Seller contained in this Agreement (other than any Fundamental Representation) made by Seller covenant or agreement set forth in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(cX); (d) Any Covered Environmental Losses suffered any breach prior to the Closing Date of any agreement or incurred by Buyercovenant on the part of the Company contained in this Agreement (other than any covenant or agreement set forth in Section 6.5 or Article X); (e) Any liability any Claim by any Person for brokerage or finder's fees or commissions or similar payments (other than any Claim for the payment by the Company of the Investment Banking Fee Amount) based upon any agreement or understanding alleged to third parties have been made by any such Person with a Seller or the Company (or any Person acting on their behalf) in connection with the transactions contemplated by this Agreement, (f) the pending actions and proceedings identified in Schedule 12.1(f) (the "Subject Litigation") and any other actions or proceedings that may be brought against the Company, at any time prior to the later of (i) one year after the Closing Date and (ii) six months after the date upon which a binding settlement or compromise of the Subject Litigation has been reached, which involve substantially similar claims or causes of action and are based upon the same type of factual allegations, in each case as pleadings for personal injury or death the Subject Litigation identified in Schedule 12.1(f) (the "Related Litigation"), to the extent that Claims asserted in the Subject Litigation or the Related Litigation are based on events occurring prior to the Closing Date (it being understood and agreed that Sellers shall have no liability to Buyer Indemnified Parties in connection with Claims asserted in such litigation to the extent such Claims are based on events occurring after the Closing Date); and (g) any Taxes, together with any reasonable out-of-pocket costs and expenses, including reasonable expenses arising out of or incident to the determination, assessment or collection of such Taxes and those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment, or assertion of any such Taxes (collectively, "Tax Losses") (i) imposed upon the Company or its assets, properties or operations (including, without limitation, pursuant to Treas. Reg. ss.1.1502-6 or any analogous state, local or foreign law or regulation or as a transferee, successor, custodian, by contract or otherwise) (A) in respect of any Tax Period, other than a Pre-Closing Tax Period, ending on or before the Closing Date or (B) which relate to a Pre-Closing Tax Period, as determined under Section 10.1(a) and (b), or (ii) arising out of, based upon, attributable to or resulting from (A) any breach of the representations and warranties set forth in Section 4.12, (B) any inaccuracy in any certificate delivered to Buyer by the Company pursuant to this Agreement to the extent such certificate relates to Section 4.12 or is described in clauses (iv), (v) or (vi) of Section 2.2(c), (C) any breach of the covenants and obligations of the Sellers and the Company in Section 6.5 and Article X, or (D) a final determination by any Governmental Authority that any portion of the Investment Banking Fee Amount, the Other Transaction Cost Amount, or the Management Compensation Amount is not properly deductible by the Company either in connection with or prior to the merger or liquidation of the Company into Buyer or the conversion of the Company into an entity that is treated as a partnership or a disregarded entity for U.S. federal tax purposes; provided, however, that the liability of a Seller for Losses arising out of, based upon, attributable to or resulting from any breach of the type described in clauses (b), (d), (e) (to the extent such clause (e) is applicable as a result of an agreement with the ownership and/or operation Company), (f) and (g) of this Section 12.1 shall in each case be limited to that portion of such Losses which equals the amount of such Losses multiplied by a fraction the numerator of which equals the portion of the AssetsPurchase Price paid by Buyer to such Seller pursuant to this Agreement and the denominator of which equals the aggregate Purchase Price; provided, or any obligations arising under further, that the Material Agreements to the extent attributable to the period prior to provisions of Section 12.1(g)(ii)(D) shall apply only if, within six (6) months after the Closing Date; (f) Any Tax liability of Seller attributable to , the Company is merged or liquidated into Buyer or is converted into an entity that is treated as a period prior to the Closing Date; (g) All Obligations attributable to partnership or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closinga disregarded entity for U.S. federal tax purposes.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller agrees to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold Buyer, its officers, directors, Affiliates and representatives (collectively, the "Buyer Indemnitees") each harmless the Buyer Indemnitees from and against any damages, losses, liabilities, claims or expenses (including court costs and all Losses reasonable attorneys' fees associated therewith) ("Damages") to the extent arising out of in any manner directly or relating toindirectly from or contributed to by: (a) Seller’s the inaccuracy of any representation or breach of any covenant warranty of Seller contained in this Agreement, or agreement made the Real Estate Purchase Agreement (including any Schedule, Exhibit or certificate delivered by or on behalf of Seller hereunder or under the Real Estate Purchase Agreement), without regard to any qualification as to materiality contained therein except for such qualifications contained in the representations set forth in Section 4.9 hereof; provided, that Buyer Indemnitees shall have no right to indemnification under this Section 8.2(a) for any matter disclosed in the Disclosure Schedule or Amended Disclosure Schedule, if any. (b) any default by Seller in the observance or performance of, or any omission of Seller that constitutes a breach or default under, any covenant or obligation on its part to be observed or performed under this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability liabilities of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s the ownership of the Acquired Assets or its Affiliates’ employment the operation of their respective employees, the Facility prior to the Closing or (ii) Seller’s the transactions contemplated by the Transaction Documents, other than Assumed Obligations; (d) product liability claims or its Affiliates’ employee benefit plansproduct defects of the SLC Products manufactured at the Facility before the Closing; (e) any violation or alleged violation of any Environmental Law or the storage, use, manufacture, generation, discharge, disposal or (iii) Seller’s or its Affiliates’ responsibilities under release of any Hazardous Materials at the Employee Retirement Income Security Act of 1974, as amendedFacility, in respect each case prior to the Closing; (f) the litigation matters described in the Disclosure Schedule or the Amended Disclosure Schedule, if any; (g) any noncompliance with any bulk sales laws in connection with the transfer of employee benefit plans applicable to their respective employeesthe Acquired Assets; andor (h) Any and all liabilities and any breach by Seller of its obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingfund certain severance benefits as set forth on Schedule 6.8.

Seller’s Indemnification. Provided that the Closing occurs Seller agrees to defend and subject to the other provisions indemnify Purchaser and each Affiliate of this Article 11Purchaser and their respective managers, Seller shall releasemanaging members, defendmembers, indemnify stockholders, owners, officers, directors, employees and agents (“Purchaser Indemnified Parties” or, individually, a “Purchaser Indemnified Party”) with respect to, and hold Purchaser Indemnified Parties harmless from, any Losses (the Buyer Indemnitees from and against “Purchaser Indemnified Parties’ Losses”), which Purchaser Indemnified Parties may directly or indirectly incur or suffer by reason of, or which results from, arises out of, relate to, are caused by or is based upon, any and all Losses arising out of or relating tothe following: (a) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 this Agreement or any representation Transaction Document; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Transaction Document; (i) all Taxes (or the non-payment thereof) of any of the Targets (as applicable) with respect thereto in to any taxable year or period that ends on or before the certificate delivered IAED; (ii) with respect to any taxable year or period beginning before and ending after the IAED, all Taxes (or the non-payment thereof) of any of the Targets with respect to the portion of such taxable year or period ending on and including the IAED; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Targets (or any predecessor of any such Target) (as applicable) is or was a member on or prior to the IAED, including pursuant to Section 9.2(c)Treasury Regulation §1.1502- 6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iv) any and all Taxes of any Person (other than a Target) imposed on any of the Targets (as applicable) as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the IAED; (d) Any Covered Environmental Losses suffered any claims by or incurred by Buyeron behalf of any former equityholder with respect to such former equityholder’s ownership in any of the Targets and such former equityholder’s right to receive any portion of the Purchase Price; (e) Any liability to third parties for personal injury any Seller Caused MAE or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date;MIL. (f) Any Tax liability all IAED Indebtedness and all Unapproved Indebtedness that remains unpaid as of Seller attributable to a period the Closing and the applicable Targets not being released from all obligations under the Gotham Loan Documents on or prior to the Closing Date; (g) All Obligations attributable to or arising out all Transaction Expenses that remain unpaid as of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employeesClosing; and (h) Any the direct, indirect or constructive transfer of contracts, legal rights and all liabilities other assets (including, but not limited to, license rights and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or license application rights) from Primary License SPE to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.Secondary License SPE

Seller’s Indemnification. Provided that From and after the Closing occurs and subject to the other provisions of any applicable limitation set forth in this Article 11IX: (y) the High Roller Sellers, Seller jointly and severally, with respect to themselves and High Roller; and (z) ASH and the SSGI/FMMD Sellers, severally and not jointly, with respect to Just Brands and Just Brands UK, shall releaseindemnify, defend, indemnify and hold harmless Purchaser and each of its Representatives, Affiliates (including the Buyer Indemnitees Companies and their Subsidiary), and equityholders (each, a ”Purchaser Indemnitee”), without duplication, from and against any and all Losses that are suffered or incurred by any of Purchaser Indemnitees and arising out of or relating to:the following (each, a ”Sellers Indemnifiable Matter”): (ai) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations representations or warranties made by any representation with respect thereto Seller contained in Article V of this Agreement and the certificate delivered pursuant other Transaction Documents to Section 9.2(c)which it is a party; (cii) The any breach of any representation covenant of Sellers or warranty (other than any Fundamental Representation) made by Seller Sellers’ Representative in Article 4 this Agreement or any representation with respect thereto in the certificate delivered pursuant other Transaction Document to Section 9.2(c)which Sellers or Sellers’ Representative is a party; (diii) Any Covered Environmental Losses suffered any liability or incurred by Buyerobligation related to any Closing Debt or unpaid Seller Transaction Expenses; (eiv) Any liability to third parties for personal injury any Indemnified Taxes; (v) any claims, actions, or death disputes between or among Sellers; (vi) any claim by any Person who is or at any time prior to the extent occurring before Closing was an officer, director, or employee of a Company or any Subsidiary, in their capacity as such, seeking indemnification, reimbursement of expenses or other payment with respect to a period prior to the Closing; (vii) any matter referred to in Section 5.15 of the Disclosure Schedule; (viii) any matter arising prior to the Indemnity Expiration Date but related to the ownership or operation of a Company or any Subsidiary prior to the Closing Date as a result and that would have been required to be listed on Section 5.15 of the ownership and/or operation of the Assets, Disclosure Schedule if such matter had arisen or any obligations arising under the Material Agreements to the extent attributable to the period been known prior to the Closing Date; (fix) Any Tax liability of any amounts payable by any Seller attributable to a period prior Purchaser pursuant to the Closing Date;Section 2.4(c); or (gx) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeesany fraud, (ii) Seller’s or its Affiliates’ employee benefit plansintentional misrepresentation, willful breach, or (iii) willful misconduct on the part of any Company, any Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingentany Representative of any of the foregoing in connection with this Agreement, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutoryany Transaction Document, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingany Contemplated Transaction.

Seller’s Indemnification. Provided that the Closing occurs and subject (i) Subject to the other provisions of limitations in this Article 11ARTICLE 6, Seller shall releasefrom and after the Closing, defendSellers agree to indemnify Purchaser and its Affiliates and their respective officers, indemnify directors and employees (collectively, the “Purchaser Indemnitees”) and hold each Purchaser Indemnitee harmless the Buyer Indemnitees from and against any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, loss, liability, fine, penalty, deficiency, damage, amount paid in settlement, obligation, Taxes, or expense (including reasonable legal expenses and all Losses arising out costs) (a “Loss”) which such Purchaser Indemnitee suffers or incurs as a result of: (A) the breach by Seller of any representation or relating to: warranty contained in ARTICLE 3 hereof; (aB) Seller’s the breach by Seller of any covenant or agreement made by Seller contained in this Agreement; ; (bC) The breach of any of the Fundamental Representations or any representation Taxes with respect thereto in to the certificate delivered Purchased Assets imposed on Purchaser as a transferee or successor, by contract or pursuant to Section 9.2(c); (c) The breach of any representation law, rule or warranty (other than regulation, which Taxes relate to any Fundamental Representation) made by Seller in Article 4 event or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent transaction occurring before the Closing Date as a result Closing; and (D) other than the Assumed Liabilities, any other debt, obligation, duty, contract or liability of the ownership and/or operation of the Assets, Sellers or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeesAffiliates of any kind whatsoever, (ii) Seller’s or its Affiliates’ employee benefit planswhether accrued, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted express or unassertedimplied, accrued primary or unaccruedsecondary, direct or indirect, liquidated or unliquidated, due or otherwise. (ii) Sellers will not be liable under Section 6.1(a)(i)(A) above unless written notice of a possible claim for indemnification pursuant to become duesuch subsection is given by the claiming Purchaser Indemnitee to Sellers on or before Sellers’ Survival Date, it being understood that so long as such written notice is given on or prior to Sellers’ Survival Date, such representations and whether contractualwarranties shall continue to survive until such matter is resolved. For purposes of this Agreement, statutorythe term “Sellers’ Survival Date” shall mean the date that three (3) years following the Closing Date; provided, however, that Seller Survival Date with respect to any Loss resulting from or related to a breach of the representations and warranties of Seller set forth in Sections 3.1 (Organization and Power), 3.2 (Authorization), 3.3 (No Breach), or otherwise3.5(a) relating (Purchased Assets) (the ”Sellers’ Fundamental Representations”) shall be the longest period permitted by law and with respect to the ownership and/or operation any Loss resulting from, related to or impacted by Tax matters (including any Loss arising out of the Retained Assetsbreach of representations in Section 3.8) shall terminate on the date which is 90 days after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against Sellers or Purchaser for that particular period, whether before having regard, without limitation, to any waivers given by Sellers in respect of any taxation year. All covenants of Sellers made in this Agreement or after Closingin any certificate or document delivered by Sellers pursuant to this Agreement shall survive the Closing Date for the longest period permitted by law (other than those covenants which, by their express terms, are limited as to time, in which case such covenants shall survive for the time so specified).

Seller’s Indemnification. Provided that the Closing occurs and subject Sellers agree to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries and affiliates, and the successors and assigns of any of the foregoing (“Purchaser’s Indemnitees”), harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, damages, losses, costs, expenses (including reasonable attorney’s fees), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser’s Indemnitees and which arise out of, in connection with, result from or are incident to any of or relating to:the following (collectively, “Purchaser’s Losses”): (a) Seller’s breach of any covenant misrepresentations or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach breaches of any representation or warranty (but only to the extent Purchaser has fully complied with its obligations set forth in Section 6.07(b)), covenant, obligation or agreement of Sellers in this Agreement or in any certificate furnished or to be furnished by Sellers under this Agreement; and (b) any liability for Taxes of Sellers; (c) any claim, action, suit or demand for any legal, administrative or other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);proceeding identified on Schedule 3.10; and (d) Any Covered all claims, demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits and proceedings (including attorney’s fees) arising or resulting from (i) the violation of or the enforcement by any federal, state or local governmental entity or any third party of any Environmental Losses suffered Laws or incurred by Buyer; the remediation of hazardous materials (eas defined in the Environmental Laws) Any liability to third parties for personal injury or death to resulting from the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or Business; (ii) any obligations arising under the Material Agreements liability relating to the extent attributable Business claimed to the period arise under any Environmental Law, as now or hereafter enacted, reauthorized or amended, arising (A) out of facts or circumstances occurring prior to the Closing Date; , or (fB) Any Tax liability out of Seller attributable to a period or resulting from the operation of the Business prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, ; or (iii) Seller’s conditions caused, events occurring or its Affiliates’ responsibilities under activities at the Employee Retirement Income Security Act Leased Space or with respect to the Business prior to the Closing Date which result in any emission, disposal, deposit, contamination, release or discharge of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations hazardous materials or regulated substances (whether vested, absolute, on or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation off of the Retained Assets, whether before Lease Space) covered or after Closingregulated by applicable environmental laws.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of this Article 11limitations on liability and damages set forth in Section 16 hereof, Seller Sellers shall release, defend, jointly and severally indemnify and hold harmless Buyers and their respective affiliates, officers, members, directors, shareholders, employees, agents and assigns (collectively, the Buyer Indemnitees "Buyers Indemnified Parties") from and against any and all Losses damages, losses, liabilities, obligations, claims, actions, suits, proceedings, investigations, demands, assessments, judgments, penalties, sanctions, costs, expenses, and disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses), whether or not subject to litigation (collectively, "Claims") of any kind or character imposed upon, arising out of of, in connection with, incurred or in any way attributed to or relating to: to (a) Seller’s the breach or failure of any representation, warranty, covenant or agreement made by Seller obligation of Sellers that is contained in this Agreement; Agreement or any other Sellers Transaction Documents, (b) The breach the use, operation, ownership or management of the Properties covered by the HQM Master Lease and the Nexion Master Lease accruing or arising prior to November 1, 2002, (c) except for any matters described on Schedule 15.1(c) hereto, provided Sellers have Sellers' Knowledge regarding the following having accrued or arose prior to November 1, 2002, (i) any of the Properties not being in compliance in all material respects with any applicable Environmental Laws, (ii) Hazardous Substances being located on or at any of the Properties, (iii) Environmental Claims being made against any of the Properties, (iv) Remedial Action being taken in respect of any of the Fundamental Representations Properties and (v) any written notice or written complaint from any representation with respect thereto in Governmental Entity or third-party alleging the certificate delivered pursuant to Section 9.2(c); (c) The breach failure of any representation or warranty (other than of the Properties to comply with any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); Environmental Laws, (d) Any Covered Environmental Losses suffered except for any matters described on Schedule 15.1(c) hereto, provided Sellers have Sellers' Knowledge obtained solely by virtue of written notice received by Sellers at Sellers' Office regarding the following having accrued or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assetsarose after November 1, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of 2002, (i) Seller’s or its Affiliates’ employment any of their respective employeesthe Properties not being in compliance in all material respects with any applicable Environmental Laws, (ii) Seller’s Hazardous Substances being located on or its Affiliates’ employee benefit plansat any of the Properties, or (iii) Seller’s or its Affiliates’ responsibilities under Environmental Claims being made against any of the Employee Retirement Income Security Act of 1974Properties, as amended, (iv) Remedial Action being taken in respect of employee benefit plans applicable any of the Properties and (v) any written notice or written complaint from any Governmental Entity or third-party alleging the failure of any of the Properties to their respective employees; and comply with any Environmental Laws, (he) Any any and all liabilities and Claims asserted by The ARBA Group (including any affiliates or owners of The ARBA Group), (f) any indemnification obligations (whether vested, absolute, of the applicable Sellers as Landlord under Section 15.10 of the Peak Master Lease accruing or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or arising prior to become duethe date of Closing, and whether contractual, statutory, or otherwise(g) relating Claims asserted by Peak No. 2 with respect to the ownership and/or operation renewal provisions in Section 2.2 of the Retained AssetsPeak Master Lease; provided, whether before or after Closinghowever, that Sellers indemnification obligations with respect to this subsection (g) shall be limited to payment of the first Two Hundred Fifty Thousand Dollars ($250,000) of litigation costs and expenses incurred by OHI-CO in the defense of any lawsuit filed against OHI-CO by Peak No. 2 arising from any renewal obligations that OHI-CO may have as Landlord under Section 2.2 of the Peak Master Lease; provided, further, that any indemnification payments by Sellers under this subsection (g) shall be excluded from Sellers' limitation for damages under Section 16.3 hereof.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries and affiliates, and the successors and assigns of any of the foregoing (“Purchaser’s Indemnitees”), harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, damages, losses, costs, expenses (including reasonable attorney’s fees), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser’s Indemnitees and which arise out of, in connection with, result from or are incident to any of or relating to:the following (collectively, “Purchaser’s Losses”): (a) Seller’s breach of any covenant misrepresentations or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach breaches of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death but only to the extent occurring before the Closing Date as a result Purchaser has fully complied with its obligations set forth in Section 6.06(b)), covenant, obligation or agreement of the ownership and/or operation Seller in this Agreement or in any document or agreement furnished or to be furnished by Seller under this Agreement; and (b) any claim of the Assets, product liability or any obligations personal injury arising under the Material Agreements to the extent attributable to the period from products sold prior to the Closing Date; (fc) Any Tax any liability for Taxes of Seller attributable to a period Seller; (d) any claim, action, suit or demand for any legal, administrative or other proceeding identified on Schedule 3.10; (e) any liability arising from employee benefit plans retained by Seller, worker’s compensation or long-term disability claims arising from conduct or events occurring prior to the Closing Date; , whether or not asserted as of the Closing Date; and all claims, demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits and proceedings (gincluding attorney’s fees) All Obligations attributable arising or resulting from (i) the violation of or the enforcement by any federal, state or local governmental entity or any third party of any Environmental Laws or the remediation of hazardous materials (as defined in the Environmental Laws) resulting from the operation of the Business; (ii) any liability relating to the Business claimed to arise under any Environmental Law, as now or hereafter enacted, reauthorized or amended, arising out of (i) Seller’s facts or its Affiliates’ employment circumstances occurring prior to the Closing Date, or otherwise arising out of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, resulting from the operation of the Business prior to the Closing Date; or (iii) Seller’s conditions caused, events occurring or its Affiliates’ responsibilities under activities at the Employee Retirement Income Security Act Real Property or with respect to the Business prior to the Closing Date which result in any emission, disposal, deposit, contamination, release or discharge of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations hazardous materials or regulated substances (whether vested, absolute, on or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation off of the Retained Assets, whether before Real Property) covered or after Closingregulated by Environmental Laws.

Seller’s Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold harmless Purchaser and its Affiliates and their respective officers, directors, stockholders, controlling persons, employees, agents, successors and assigns (collectively, the Buyer Indemnitees “Purchaser Protected Parties”), from and against and in respect of any and all Losses demands, Claims, causes of action, administrative orders and notices, losses, costs, fines, Liabilities, penalties, damages (direct or indirect, but specifically excluding punitive damages, other than punitive damages owed to an unrelated third party) and expenses (including reasonable legal, paralegal, accounting and consultant fees and other expenses incurred in the investigation, defense and enforcement of Claims and actions) (collectively, “Losses”) resulting from, in connection with or arising out of, or any Claim relating to any of or relating tothe following: (a) Seller’s any breach of any covenant representation or agreement warranty made by Seller in this Agreement; (b) The any breach by Seller of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)covenants of this Agreement; (c) The breach any failure to comply with any so-called “bulk sales,” business successor or similar laws applicable to the Contemplated Transactions; (d) Liabilities of Seller which are not Assumed Liabilities; and (e) any Liabilities for Taxes of Seller or with respect to the Purchased Assets or the Business for taxable periods, or portions thereof, ending on or before the Closing Date. Notwithstanding the provisions of any representation or warranty that includes, or requires disclosure of matters above, a specific monetary threshold, if Seller breaches any of such representations and warranties due to the monetary thresholds contained therein (other than if any) having been exceeded, then Losses for each such breached representation and warranty shall include the full amount of the Losses incurred by the Purchaser Protected Parties relating to any Fundamental Representation) made such matter notwithstanding the monetary thresholds listed in such representations or warranties. The rights of the Purchaser Protected Parties hereunder shall not be affected by Seller in Article 4 the fact that the transactions contemplated by this Agreement were consummated notwithstanding Purchaser’s knowledge of any breach of a representation or warranty or by the fact that such breach did not constitute a Material Adverse Effect or cause any representation with or warranty to be untrue in any material respect thereto in entitling Purchaser not to consummate the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred transactions contemplated by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingthis Agreement.

Seller’s Indemnification. Provided that the Closing occurs and subject (i) Subject to the other provisions of limitations in this Article 11ARTICLE 7, from and after the Closing, Seller shall releaseand Mx. Xxxxxxx jointly and severally agree to indemnify Purchaser and its Affiliates and their respective officers, defenddirectors, indemnify employees, shareholders, agents and representatives (collectively, the “Purchaser Indemnitees”) and hold each Purchaser Indemnitee harmless the Buyer Indemnitees from and against any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, loss, liability, fine, penalty, deficiency, damage, amount paid in settlement, obligation, Taxes, or expense (including reasonable legal expenses and all Losses costs) (a “Loss”) which such Purchaser Indemnitee suffers or incurs as a result of: (A) the breach by Seller of any representation or warranty contained in ARTICLE 4 hereof; (B) the breach by Seller of any covenant or agreement contained in this Agreement or in any other agreement, instrument or certificate delivered by Seller pursuant to this Agreement, (C) any Taxes imposed on Seller for any time on or before the Closing Date or any Taxes with respect to the Purchased Assets or the Business imposed on Purchaser as a transferee or successor, by contract or pursuant to any law, rule or regulation, which such Taxes relate to any event or transaction occurring before the Closing, (D) any Excluded Liabilities; (E) any allegations arising out of or relating toto the actual or alleged negligence, negligent misrepresentation, fraud, breach of fiduciary duty, wrongdoing, or breach of any duties by the directors, officers, or majority shareholders of Seller, and any claims by minority shareholders (past or present) arising out of or relating to the Agreement or the JF Agreement, including dissenters’ or appraisal rights. (ii) Seller and Mx. Xxxxxxx will not be liable under Section 7.1(a)(i) unless written notice of a claim for indemnification pursuant to such Section, setting forth with reasonable specificity the nature, basis and amount of such claim, is given by the claiming Purchaser Indemnitee to Seller on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such claim shall continue to survive until such matter is resolved. For purposes of this Agreement, the term “Survival Date” shall mean the date that is the eighteen (18) month anniversary of the Closing Date. (iii) The indemnification provided for in Section 7.1(a)(i) above is subject to each of the following limitations: (aA) Seller’s breach The aggregate amount of any covenant or agreement all payments made by Seller in this Agreement;satisfaction of such claims for indemnification shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Indemnification Cap”). (bB) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered Seller shall not be liable to indemnify Purchaser Indemnitees pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses such claims for indemnification unless and until such Purchaser Indemnitee has collectively suffered or incurred Losses by Buyer; breaches in respect of such representations and warranties in excess of $25,000 in the aggregate (e) Any liability the “Indemnification Deductible”), in which event Seller shall be required to third parties pay or be liable for personal injury or death all such Losses to the extent occurring before exceeding the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after ClosingIndemnification Deductible.

Seller’s Indemnification. Provided that the Closing occurs Sellers jointly and severally agree (subject to the other provisions of this Article 11, Seller shall release, limitations in Section 9.6) to defend, indemnify indemnify, and hold Buyer, each Company, their Affiliates and their respective officers, directors, employees, agents, and their respective successors and assigns ("Seller Indemnitees") harmless the Buyer Indemnitees from and against any and all Losses Damages incurred or sustained by any Seller Indemnitees arising out of, or in connection with, any of or relating tothe following: (a) Seller’s the breach or inaccuracy of any covenant representation or agreement warranty of Sellers contained in Article IV or the Purchase Documents, as if the representations or warranties were made by Seller in on the date of this Agreement; (b) The the breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach inaccuracy of any representation or warranty (other than any Fundamental Representation) made by Seller of Sellers contained in Article 4 IV or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the AssetsPurchase Documents, or any obligations arising under certificate or document delivered by any Seller or Company at the Material Agreements to the extent attributable to the period prior to Closing as if such representation or warranty were made on and as of the Closing Date; (c) the breach of any covenant, agreement or obligation of any Company or any Seller contained in this Agreement or the Purchase Documents that has not been waived in writing prior to Closing that is not cured within ten (10) days after notice of such breach; (d) the matter(s) set forth and identified on Schedule 9.1(d); (e) any failure of any Seller to convey to Buyer good and marketable title to the Shares, free and clear of all Liens or any other arrangements that limit the Buyer's dividend, liquidating, voting or transfer rights with respect to the Shares; or (f) Any Tax liability all Taxes (including without limitation any Taxes imposed by Section 1374 of Seller the Code) that have become due and payable during, or which have accrued with respect to any Company attributable to a any period included in the Tax Indemnification Period that have not been paid prior to the Closing Date; (g) All Obligations Date or reserved for on the Closing Date Balance Sheet. Any Taxes attributable to any Company payable as a result of an audit or arising out adjustment of any Return shall be deemed to have accrued in the period to which such Taxes are attributable. For purposes of determining Sellers' liability with respect to a covenant of indemnification in Sections 9.1(a) and (ib), the representations and warranties will read as if any qualifier, modification or limitation within such representation or warranty related to "material", "materiality" or "Material Adverse Effect" is deleted and such qualifier, modification or limitation will have no force or effect in determining whether there is a breach of such representation or warranty. Further, Sellers liability with respect to Section 9.1(a) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plansshall be determined without consideration of, or (iiigiving effect to, any of Sellers' Supplemental Disclosure Letters. Sellers also acknowledge and agree that the covenants of indemnification in Sections 9.1(c)-(f) above shall not be limited or qualified by any Seller’s 's representations and warranties in this Agreement or its Affiliates’ responsibilities by any disclosures made by Sellers in any Schedule attached to this Agreement. The indemnification contemplated by this Section 9.1 shall in the first instance be satisfied in the manner provided in the Escrow Agreement and, the Seller Indemnitees shall first proceed against the amounts held in escrow up to the full amount thereof, provided that notice provided under the Employee Retirement Income Security Act Escrow Agreement shall also constitute notice hereunder. Further, any amounts subject to a Purchase Price adjustment pursuant to Section 2.2 for which Buyer has received the benefit of 1974, as amended, in respect of employee benefit plans applicable such adjustment shall not be subject to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closinga claim for indemnification under this Section 9.1.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other limitations, conditions and provisions of this Article 11set forth herein, Seller shall releaseindemnify, defend, indemnify defend and hold harmless Purchaser Indemnitees and the Buyer Indemnitees Company from and against and in respect of (i) any and all Claims made or Losses incurred by the Purchaser Indemnitees or the Company arising out of or relating to: (a) Seller’s any breach of any of the representations or warranties made by the Seller in this Agreement; (ii) any failure by Seller to perform any agreement or covenant under this Agreement; (iii) any Claims, actions or agreement suits made by third parties (before or after the Closing Date) against any Purchaser Indemnitee or the Company in connection with any acts or omissions of Seller committed prior to the Closing Date relating to this Agreement, or the Company Assets; (iv) any tort inflicted upon any Purchaser Indemnitee or the Company by Seller or any Affiliate of Seller or any of their respective managers, members, directors, officers and agents in connection with the negotiation, execution, delivery, closing and performance of this Agreement; (v) any gross negligence or fraud by Seller or any Affiliate of Seller or any of their respective managers, members, directors, officers and agents in connection with this Agreement or the transactions contemplated by this Agreement; (vi) any Claim, whether known or unknown, arising from Hazardous Substances affecting any property, including any Company Asset as of the Closing Date (regardless of any Purchaser’s Knowledge or any disclosure thereof herein); and (vii) any Taxes attributable to any period or any portion of a period ending on or before the Closing Date, including, in each case, all reasonable costs and expenses (excluding attorneys’ fees), whether involving a third party or, provided the Purchaser Indemnitee has prevailed on its claim of indemnification against Seller, between the parties to this Agreement) incurred by Purchaser Indemnitee in connection with any Claim incident to any of the matters Purchaser Indemnitee is indemnified against by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries and affiliates, and the successors and assigns of any of the foregoing ("PURCHASER'S INDEMNITEES"), harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, damages, losses, costs, expenses (including reasonable attorney's fees), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser's Indemnitees and which arise out of, in connection with, result from or are incident to any of or relating to:the following (COLLECTIVELY, "PURCHASER'S LOSSES"): (a) Seller’s breach of any covenant misrepresentations or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach breaches of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death but only to the extent occurring before the Closing Date as a result Purchaser has fully complied with its obligations set forth in Section 5.07(b)), covenant, obligation or agreement of the ownership and/or operation Seller in this Agreement or in any document or agreement furnished or to be furnished by Seller under this Agreement; and (b) any claim of the Assets, product liability or any obligations personal injury arising under the Material Agreements to the extent attributable to the period from products sold prior to the Closing Date; (fc) Any Tax any liability for Taxes of Seller attributable to a period Seller; (d) any claim, action, suit or demand for any legal, administrative or other proceeding identified on Schedule 3.10; (e) any liability arising from employee benefit plans retained by Seller, worker's compensation or long-term disability claims arising from conduct or events occurring prior to the Closing Date;, whether or not asserted as of the Closing Date; and (gf) All Obligations attributable all claims, demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits and proceedings (including attorney's fees) arising or resulting from (i) the violation of or the enforcement by any federal, state or local governmental entity or any third party of any Environmental Laws or the remediation of hazardous materials (as defined in the Environmental Laws) resulting from the operation of the Business; (ii) any liability relating to the Business claimed to arise under any Environmental Law, as now or hereafter enacted, reauthorized or amended, arising out of (i) Seller’s facts or its Affiliates’ employment circumstances occurring prior to the Closing Date, or otherwise arising out of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, resulting from the operation of the Business prior to the Closing Date; or (iii) Seller’s conditions caused, events occurring or its Affiliates’ responsibilities under activities at the Employee Retirement Income Security Act Real Property or with respect to the Business prior to the Closing Date which result in any emission, disposal, deposit, contamination, release or discharge of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations hazardous materials or regulated substances (whether vested, absolute, on or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation off of the Retained Assets, whether before Real Property) covered or after Closingregulated by Environmental Laws.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of terms and conditions in this Article 11IX, the Seller (except as otherwise set forth in Section 10.12), shall releaseindemnify, defend, indemnify defend and hold harmless the Buyer Indemnitees Buyer, its Affiliates and all of their respective shareholders, partners, members, directors, officers, employees, attorneys and other agents and Representatives from and against any and all Losses arising out Liabilities, Actions, judgments, settlements and Liens (including costs of investigation and defense and reasonable attorney and other professional advisor and consulting fees and expenses) (collectively, “Losses”) incurred or relating tosuffered by the Company or any such Person (collectively, the “Buyer Indemnified Parties”) based upon, attributable to or resulting from: (a) Seller’s any Fraud, misrepresentation or breach of any representation or warranty of the Seller contained in this Agreement and/or any Transaction Document or any certificate delivered by Seller pursuant to this Agreement and/or any Transaction Document; (b) the breach by Seller of any covenant or agreement made by the Seller in this Agreement; (b) The breach of any of the Fundamental Representations Agreement or any representation with respect thereto in the certificate delivered by the Seller pursuant to Section 9.2(c)this Agreement or any Transaction Document; (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in Taxes related to the certificate delivered pursuant to Section 9.2(c)Pre-Closing Tax Period; (d) Any Covered Environmental Losses suffered any fees, commissions or incurred similar payments by Buyerany Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for the Company or the Seller in connection with the transactions contemplated by this Agreement or any Transaction Document; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing DateSeller Transaction Expenses; (f) Any Tax liability any Action or penalty brought by any Governmental Entity arising out of Seller attributable or in relation to a period prior to any facts or occurrences existing on or before the Closing DateDate (other than any liability, including any Taxes, taken into account in determining the Closing Working Capital); (g) All Obligations attributable to any Action brought by any Employees, candidate for employment, or former employees arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s in relation to any facts or its Affiliates’ employee benefit plans, occurrences existing on or (iii) Seller’s or its Affiliates’ responsibilities under before the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employeesClosing Date; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) any condition relating to professional liability, medical malpractice liability, product liability or arising from any product or service produced or provided by the ownership and/or operation of Company prior to the Retained Assets, whether before or after ClosingClosing Date.

Seller’s Indemnification. Provided that the Closing occurs Seller will defend and subject to the indemnify Buyer, its parents, subsidiaries and affiliates and their officers, directors, employees, agents and representatives against all losses, liabilities, costs, damages or other provisions of this Article 11charges (including court costs and reasonable attorneys’ fees) resulting from, Seller shall release, defend, indemnify and hold harmless the Buyer Indemnitees arising from and against any and all Losses arising out of or relating related to: (ai) Seller’s any breach of any covenant or agreement made by Seller in of this Agreement; (bii) The any failure by Seller to perform any of its obligations in this Agreement or any agreement or undertaking delivered by Seller pursuant to this Agreement or the Closing of the transactions provided for herein; (iii) any breach of any warranty or the material inaccuracy of the Fundamental Representations or any representation with respect thereto of Seller in the this Agreement or in any certificate delivered pursuant to Section 9.2(c)by Seller; (civ) The breach any claims arising out of any representation Seller’s ownership, operation, possession, use and/or control of the Purchased Assets and the Seller’s Business for all periods of time prior to Closing or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto to any sale made in the certificate delivered pursuant course of said business prior to Section 9.2(c)Closing; (dv) Any Covered Environmental Losses suffered or incurred by Buyer; any claim, loss, liability, damage, fine, expense, penalty, assessment (e) Any including but not limited to, withdrawal of liability assessments, funding deficiency assessments and PBGC liability assessments), judgment and employee benefit claims (including any and all claims and fees relating to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assetsproceedings established in such loss, liability, damage, fine, expense, penalty, assessment, judgment, or employee benefit claim, and including reasonable attorney fees, costs and expenses in enforcing this indemnity against Seller) with respect to any obligations arising under the Material Agreements employee benefit plan as such a term is described in Section (3) of ERISA that was sponsored, maintained or contributed to the extent attributable to the period at any time prior to the Closing Date;Date by Seller, or by any corporation, trade, or business or entity under common control with Seller within the meaning with Section 414(b),(c) or (m) of the Code or Section 4001(b) of ERISA; or, (fvi) Any Tax liability any claim, liability, or obligation related to any obligations of Seller attributable not honored, accepted or assumed by Buyer pursuant to a the terms of this Agreement and which relate to the period of time prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that 18.2.1 For a period of eighteen (18) months after the Closing occurs and subject to the other provisions of this Article 11Date, Seller shall releaseindemnify, defend and hold harmless Buyer and/or any or all of their officers, directors, managers, employees or agents (including, without limitation, its financial advisor) (collectively a “Buyer Indemnitee”) from and against any and all Damages suffered or incurred by Buyer and/or any or all of their officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Seller to perform, any of Seller’s representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of action or failure to take action by Seller or any of Seller’s agents, employees or stockholders before the Closing Date, and, to the extent of the obligations in Sections 7.6 and 7.7, after the Closing Date, whether or not such action or failure to take action constitutes a breach of any provision of this Agreement, (c) any and all claims of any kind and description of employees that relate to their hiring, employment and/or termination by Seller, provided that the facts or events giving rise to such claims occurred before the Closing , (d) any and all debts, obligations and liabilities of Seller not specifically assumed by Buyer hereunder, including, without limitation, the Excluded Obligations, (e) any and all claims made by any broker, finder or agent claiming a fee or commission through Seller and (f) the fraud or willful misconduct of Seller. Notwithstanding the foregoing, (x) the indemnification obligations regarding litigation, fraud and willful misconduct shall continue for the applicable statutes of limitation and appeal periods related thereto, (y) if and to the extent Buyer notifies Seller in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Seller shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied and (z) the indemnification obligations regarding Section 5.1 shall continue indefinitely. 18.2.2 Seller shall indemnify, defend, indemnify and hold harmless the Buyer Indemnitees from all of the debts, liabilities and against any obligations of Seller not expressly assumed by Buyer under this Agreement and all Losses claims, suits, actions, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of therefrom or relating to: (a) Seller’s breach of from any covenant or agreement made failure by Seller in this Agreement; (b) The breach of any of or the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability shareholders of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to pay or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all discharge such liabilities and obligations (whether vestedincluding, absolutewithout limitation, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to any Excluded Obligation) as and when they become due. The obligations of Seller to indemnify Buyer for such debts, liabilities and whether contractual, statutory, or otherwise) relating obligations of Seller shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the ownership and/or operation expiration of the Retained Assets, whether before or after Closingeighteen (18) month period following the Closing Date.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries and affiliates, and the successors and assigns of any of the foregoing ("Purchaser's Indemnitees"), harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, damages, losses, costs, expenses (including reasonable attorney's fees), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser's Indemnitees and which arise out of, in connection with, result from or are incident to any of or relating to:the following (collectively, "Purchaser's Losses"): (a) Seller’s breach of any covenant misrepresentations or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach breaches of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death but only to the extent occurring before the Closing Date as a result Purchaser has fully complied with its obligations set forth in Section 5.07(b)), covenant, obligation or agreement of the ownership and/or operation Seller in this Agreement or in any document or agreement furnished or to be furnished by Seller under this Agreement; and (b) any claim of the Assets, product liability or any obligations personal injury arising under the Material Agreements to the extent attributable to the period from products sold prior to the Closing Date; (fc) Any Tax any liability for Taxes of Seller attributable to a period Seller; (d) any claim, action, suit or demand for any legal, administrative or other proceeding identified on Schedule 3.10; (e) any liability arising from employee benefit plans retained by Seller, worker's compensation or long-term disability claims arising from conduct or events occurring prior to the Closing Date;, whether or not asserted as of the Closing Date; and (gf) All Obligations attributable all claims, demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits and proceedings (including attorney's fees) arising or resulting from (i) the violation of or the enforcement by any federal, state or local governmental entity or any third party of any Environmental Laws or the remediation of hazardous materials (as defined in the Environmental Laws) resulting from the operation of the Business; (ii) any liability relating to the Business claimed to arise under any Environmental Law, as now or hereafter enacted, reauthorized or amended, arising out of (i) Seller’s facts or its Affiliates’ employment circumstances occurring prior to the Closing Date, or otherwise arising out of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, resulting from the operation of the Business prior to the Closing Date; or (iii) Seller’s conditions caused, events occurring or its Affiliates’ responsibilities under activities at the Employee Retirement Income Security Act Real Property or with respect to the Business prior to the Closing Date which result in any emission, disposal, deposit, contamination, release or discharge of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations hazardous materials or regulated substances (whether vested, absolute, on or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation off of the Retained Assets, whether before Real Property) covered or after Closingregulated by Environmental Laws.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of limitations set forth in this Article 11Section 6, Seller shall release, defend, hereby agrees to indemnify and hold harmless Buyer and its Affiliates (including the Buyer Indemnitees from Company) from, against and against in respect of any and all Losses Adverse Consequences arising out of or relating tofrom: (a) Seller’s Any breach of any covenant representation or agreement warranty made by Seller in this Agreement or any other Transaction Agreement; (b) The Any breach or default in performance by Seller of any of the Fundamental Representations covenant or other agreement in this Agreement or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)other Transaction Agreement; (c) The breach Notwithstanding any disclosure hereunder, all Adverse Consequences resulting from or arising out of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result Liability of the ownership and/or operation of the AssetsCompany under any Environmental Law resulting from any act, omission, or any obligations arising under the Material Agreements to the extent attributable to the period condition prior to the Closing Date; (d) Notwithstanding any disclosure hereunder, all Adverse Consequences resulting from or arising out of the operation of the Company’s business, the ownership of its assets or the manufacture or sale of any product prior to the Closing, except (i) Liabilities for accounts payable, accrued salary, vacation and sick pay included in the final Closing Date Working Capital; (ii) performance obligations (other than any Liability arising out of or relating to any breach that occurred prior to the Closing) under the express terms of the Premise Lease or any Contract listed on Schedule 3.5.7; (iii) warranty obligations for product warranty claims made after the Closing under the terms of any warranty included on Schedule 3.5.5; (iv) Adverse Consequences relating to the matters disclosed on Schedule 3.5.4, to the extent of “Accrued Liabilities” included in the determination of the Closing Date Working Capital; or (v) current obligations to purchase and sell products or services under any purchase and sale orders entered into by the Company in the ordinary course of business, but only to the extent that, as of the Closing, the Company is not delinquent or in default with respect thereto. (e) All Adverse Consequences resulting from or arising out of any item disclosed on Schedule 3.6.3 pursuant to the last sentence of Section 3.6.3. (f) Any Tax liability of Seller attributable All Adverse Consequences relating to a the Company’s obligation to pay Taxes with respect to any period prior to the Closing Date; (g) All Obligations attributable to or arising out which are not accrued for purposes of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under determining the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after ClosingClosing Date Net Working Capital.

Seller’s Indemnification. Provided that the Closing occurs Seller, on behalf of itself as well as Seller’s successors and subject assigns, hereby agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold harmless the Buyer Indemnitees and Buyer’s agents, personal representatives, partners, officers, directors, officials, employee, spouses, heirs, successors and assigns (collectively, “Buyer’s Representatives”), from and against any and all Losses demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct, contingent or consequential, incurred or suffered by or asserted or awarded against Buyer or Buyer’s Representatives relating to or arising out of or relating to: from (ai) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or or operation of the AssetsProperty by Seller or Seller’s predecessors, successors or any obligations arising under the Material Agreements to the extent attributable to the period assigns prior to the Closing Date; (f) Any Tax liability Close of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeesEscrow, (ii) the acts or omissions of Seller or Seller’s or its Affiliates’ employee benefit plansRepresentatives, or (iii) any material breach of any covenant, representation or warranty of Seller contained in this Agreement (except to the extent that this Agreement states that Buyer is not relying on same), (iv) the violation of any federal, state or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property during Seller’s ownership, prior to the Close of Escrow including, without limitation, the Release of Hazardous Materials or its Affiliates’ responsibilities under Hazardous Substances (as defined in this Agreement) handled, transported, generated, disposed of, or released from, emanating from, or in the Employee Retirement Income Security Act vicinity of 1974the Property during Seller’s ownership of the Property; or (v) any contracts claims which accrued during Seller’s ownership prior to the Close of Escrow, as amendedand in each instance, except to the extent such matters arise from the sole negligence or the willful misconduct of Buyer or Buyer’s breach of a representation, warranty or obligations in respect this Agreement. As to any Release of employee benefit plans applicable Hazardous Substances or Hazardous Materials handled, transported, generated, disposed of, or released from, emanating from, or in the vicinity of the Property, prior to their respective employees; and (h) Any Seller’s ownership of the Property, Seller shall assign to Buyer any and all liabilities claims, actions or causes of actions relating thereto that seller may have and obligations (whether vestedwhich are assignable, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, against the United States of America and whether contractual, statutory, or otherwise) relating others in the chain of title to the ownership and/or operation Property. Such assignment shall be effected by a written instrument in a form reasonably acceptable to Buyer, executed by Seller and delivered to Buyer at the Close of Escrow. Upon consummation of the Retained Assetsclosing hereunder, whether before or after Closingthe foregoing indemnity shall be deemed to be restated and made again as of the Closing Date and shall survive the Close of Escrow and the delivery and recordation of the Deed.

Seller’s Indemnification. Provided that the Closing occurs and subject 8.1. Subject to the other provisions of limitations set forth in this Article 11Section 8, the Sellers, severally and individually in proportion to their respective Seller shall releasePercentages, agree to protect, defend, indemnify indemnify, and hold the Purchaser, its directors, employees and advisors (the “Purchaser Indemnitees”) harmless the Buyer Indemnitees from against and against in respect of any and all Losses arising out of or relating toDamages as and when incurred, occasioned by: (a) Seller’s any material breach of any covenant or agreement made to be performed by Seller in Sellers pursuant to this AgreementAgreement other than as covered by Section 8.2; (b) The any falsity or breach of any of the Fundamental Representations representations and warranties of the Sellers contained in Section 3 above (each such representation and warranty is deemed to be made on the date of this Agreement and at the Closing) or any representation with respect thereto in certificate or other instrument furnished or to be furnished by the certificate delivered pursuant to Section 9.2(c)Sellers hereunder; (c) The breach of (i) any representation or warranty (other than any Fundamental Representation) made liability for Taxes that were due and payable by Seller in Article 4 the Company or any representation with respect thereto Subsidiary for periods ended on or before December 31, 2017 in excess of the amounts paid or otherwise reserved in the certificate delivered pursuant to Section 9.2(c); Financial Statements at December 31, 2017 and (dii) Any Covered Environmental Losses suffered any liability for penalties or incurred interest payable by Buyer; (e) Any liability to third parties for personal injury the Company or death to the extent occurring before the Closing Date any Subsidiary as a result of the ownership and/or operation failure of the Assets, Company or any obligations arising under Subsidiary to timely file with the Material Agreements appropriate Governmental Authority a return or other information regarding Taxes that was required to be filed by or on behalf of the extent attributable to the period Company or such Subsidiary prior to the Closing Date; (fd) Any any Liability for Tax liability of Seller attributable to a period prior to payable by the Closing DateSellers arising from distributions from the Company between January 1, 2018 and the Closing; (ge) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employeesany Broker Payments; and (hf) Any any Employee Extraordinary Bonus Payments in excess of the amounts set forth on Annex F. Notwithstanding the aforesaid, the Sellers shall be under no obligation to indemnify the Purchaser in respect of any Damages mentioned in Subsections (a) through (f) that are provided for in the Financial Statements or which were explicitly calculated in the Returned Amount made pursuant to Section 2.1(iii). 8.2. Each Seller severally, and all liabilities not jointly, agrees to defend, indemnify, and obligations hold the Purchaser Indemnitees harmless against and in respect of any Damages, as and when incurred, occasioned by (whether vested, absolute, a) any falsity or contingent, known breach of any of the representations and warranties of such Seller contained in Section 4 above (each such representation and warranty is deemed to be made on the date of this Agreement and at the Closing and shall survive the Closing) or unknown, asserted any certificate or unasserted, accrued or unaccrued, liquidated or unliquidated, due other instrument furnished or to become duebe furnished by such Seller hereunder and (b) any breach by such Seller of Sections 6.2, and whether contractual10.1, statutory, 10.2 or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing10.4.

Seller’s Indemnification. Provided that the Closing occurs and subject (a) Subject to the other provisions of this Article 11terms and conditions set forth herein, Seller shall releaseagrees to indemnify, defend, indemnify defend and hold Purchaser and its Affiliates, and their respective managers, members, officers, directors, stockholders, employees and agents and their respective successors and assigns (collectively "Purchaser Indemnified Person(s)"), harmless the Buyer Indemnitees from and against any and all Losses arising Adverse Consequences, which may arise out of or relating to: be in respect of (ai) any breach or violation of this Agreement by Seller’s , (ii) any inaccuracy or misrepresentation in or breach of any covenant of the warranties, representations, covenants or agreement agreements made by Seller in this Agreement; , (biii) The breach of any of inaccuracy or misrepresentation in the Fundamental Representations Disclosure Schedule or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);9.02 hereof, and (iv) any and all Retained Liabilities of Seller. (cb) The breach Notwithstanding any other provision of any representation or warranty this Agreement, the Seller shall indemnify the Purchaser Indemnified Parties for all Taxes (other than any Fundamental RepresentationTaxes that are Assumed Taxes) made by of the Seller in Article 4 or any representation with respect thereto in its Affiliates or that relate to, or are imposed upon, the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered Purchased Assets, Business, or incurred by Buyer; (e) Any liability to third parties Transferred Employees, for personal injury periods ending on or death to the extent occurring before the Closing Date. For purposes of this provision and definition of Assumed Taxes, Taxes that are real or personal property Taxes for any period beginning before and ending after the Closing Date as a result shall be allocated to the portion of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to ending on the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to , and reflected as such on the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeesBalance Sheet, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under based on the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans days during the applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to period during which the ownership and/or operation of Seller owned the Retained Purchased Assets, whether before or after Closing.

Seller’s Indemnification. Provided that From and after the Closing occurs and subject to the other provisions of any applicable limitation set forth in this Article 11IX, Seller shall releaseSellers will indemnify, defend, indemnify and hold harmless Purchaser and each of its Representatives, Affiliates (including the Buyer Indemnitees Company), and equity holders (each, a “Purchaser Indemnitee”), without duplication, from and against any and all Losses that are suffered or incurred by any of Purchaser Indemnitees and arising out of or relating to:the following (each, a “Sellers Indemnifiable Matter”): (ai) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations representations or warranties made by any Seller contained in this Agreement or any representation with respect thereto other Transaction Document to which it is a party; (ii) any breach of any covenant of Sellers in this Agreement or any other Transaction Document to which Sellers are a party; (iii) liability or obligation related to any Closing Date Indebtedness, Closing Cash, or unpaid Company Transaction Expenses (iv) without duplication of any right to recovery herein (including to the certificate delivered extent already paid by Sellers pursuant to Section 9.2(c)7.2 or Section 7.3 any Indemnified Taxes; (cv) The breach of any representation claims, actions, or warranty (other than any Fundamental Representation) made by Seller in Article 4 disputes between or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)among Sellers; (dvi) Any Covered Environmental Losses suffered any claims by any Seller, or incurred other Person asserting any legal interest in the Company, Seller or such Seller’s assets, against Purchaser or the Company in connection with the allocation or disbursement by Buyerand among Seller of the Stock Consideration; (evii) Any liability to third parties for personal injury any claim by any Person who is or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or at any obligations arising under the Material Agreements to the extent attributable to the period time prior to the Closing Date; (f) Any Tax liability was an officer, director, or employee of Seller attributable the Company, in their capacity as such, seeking indemnification, reimbursement of expenses or other payment with respect to a period prior to the Closing DateClosing; (gviii) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plansany matter referred to, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amendedrequired to be referred to, in respect Section 5.14(a) of employee benefit plans applicable to their respective employeesSellers Disclosure Schedule; andor (hix) Any and all liabilities and obligations (whether vestedany fraud, absoluteintentional misrepresentation, willful breach, or contingentwillful misconduct on the part of the Company, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutoryany Seller, or otherwise) relating to the ownership and/or operation any Representative of any of the Retained Assetsforegoing in connection with this Agreement, whether before any Transaction Document, or after Closingany Contemplated Transaction.

Seller’s Indemnification. Provided that the Closing occurs The Seller covenants and subject agrees to the other provisions of this Article 11, Seller shall releaseindemnify, defend, indemnify protect and hold harmless the Buyer Indemnitees from, against and in respect of all Damages (as defined below) suffered, sustained, incurred or paid by the Buyer in any action, proceeding or controversy between the Buyer and the Seller or any of their respective members, officers, directors, employees, assigns, successors and Affiliates or between the Buyer and a third party, in connection with, resulting from and against any and all Losses or arising out of, directly or indirectly: (i) the material inaccuracy of any representation or relating to: the material breach of any warranty set forth in this Agreement or in any Related Document or in any certificate delivered on the part of the Seller in connection with the Closing; (aii) Seller’s breach the nonfulfillment of any covenant or agreement made by on the part of the Seller set forth in this Agreement; , in any Related Document or in any agreement executed and delivered by the Seller pursuant hereto or thereto; (biii) The breach the bulk transfer or bulk sale provisions of any applicable law; (iv) any Benefit Plan and any and all benefits accrued under any Benefit Plan as of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date and any and all other liabilities arising out in connection with the operation of a Benefit Plan through the Closing Date; (v) any and all taxes which are imposed on the Buyer in respect of the Seller's income, business, property or operations or for which the Buyer may otherwise be liable as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements successor to the extent attributable to the Seller (x) for any taxable period or portion thereof ending on or prior to the Closing Date; , or (fy) Any Tax resulting by reason of the several liability of the Seller attributable pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation or by reason of the Seller having been a period member of any consolidated, combined or unitary group on or prior to the Closing Date; ; and (gvi) All Obligations attributable to the extent not disclosed herein, the business, operations or arising out assets of (i) Seller’s the Seller on or before the Closing Date or any actions before the Closing Date of the Seller or any of its Affiliates’ employment of their respective members, officers, employees, (ii) Seller’s or its assigns, successors and Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation . All indemnification rights of the Retained AssetsBuyer shall be deemed to apply in favor of its officers, whether before or after Closingdirectors, employees, assigns, successors and Affiliates. The term "Damages" shall mean all liabilities, losses, claims, damages, punitive damages, causes of actions, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, excise taxes, interest (including interest from the date of such damages) and costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements of every kind, nature and description).

Seller’s Indemnification. Provided that the Closing occurs Seller agrees to defend and subject to the other provisions indemnify Purchaser and each Affiliate of this Article 11Purchaser and their respective managers, Seller shall releasemanaging members, defendmembers, indemnify stockholders, owners, officers, directors, employees and agents (“Purchaser Indemnified Parties” or, individually, a “Purchaser Indemnified Party”) with respect to, and hold Purchaser Indemnified Parties harmless from, any Losses (the Buyer Indemnitees from and against “Purchaser Indemnified Parties’ Losses”), which Purchaser Indemnified Parties may directly or indirectly incur or suffer by reason of, or which results from, arises out of, relate to, are caused by or is based upon, any and all Losses arising out of or relating tothe following: (a) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 this Agreement or any representation Transaction Document; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Transaction Document; (c) (i) all Taxes (or the non-payment thereof) of the Company with respect thereto in to any taxable year or period that ends on or before the certificate delivered Consulting Agreement Effective Date; (ii) with respect to any taxable year or period beginning before and ending after the Consulting Agreement Effective Date, all Taxes (or the non-payment thereof) of the Company with respect to the portion of such taxable year or period ending on and including the Consulting Agreement Effective Date; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Consulting Agreement Effective Date, including pursuant to Section 9.2(c)Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iv) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Consulting Agreement Effective Date; (d) Any Covered Environmental Losses suffered any claims by or incurred by Buyeron behalf of any former equityholder with respect to such former equityholder’s ownership in the Company and such former equityholder’s right to receive any portion of the Purchase Price; (e) Any liability to third parties for personal injury any Seller Caused MAE or death to the extent occurring before MIL. (f) all Effective Date Indebtedness and all Unapproved Indebtedness that remains unpaid as of the Closing Date as a result of and the ownership and/or operation of the Assets, or any Company not being released from all obligations arising under the Material Agreements to the extent attributable to the period Gotham Loan Documents on or prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date;; and (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, all Transaction Expenses that remain unpaid as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that Seller hereby covenants and agrees, from and after the Closing occurs and subject Closing, to the other provisions of this Article 11, Seller shall release, defend, indemnify and to hold harmless Buyer and its officers and directors, employees and agents (collectively, the “Buyer Indemnitees Indemnified Party”) from and against all claims, losses, liabilities, damages, fines, penalties, taxes, costs and expenses, reasonable fees and disbursements of counsel, including counsel fees incurred to enforce its rights hereunder, (net in all cases of any and benefits paid to an Indemnified Party by an insurance carrier in respect of any loss, liability, obligation, damage, deficiency or expense) (collectively, the “Losses”), sustained or incurred by the Buyer Indemnified Party as follows: (i) all Losses arising out sustained or incurred by any Buyer Indemnified Party in respect of Unassumed Liabilities or relating to: Excluded Assets; (aii) Seller’s breach of all Losses sustained or incurred by any covenant or agreement made by Seller in this Agreement; (b) The breach of Buyer Indemnified Party resulting from any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty on the part of Seller under this Agreement; (other than any Fundamental Representationiii) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental all Losses suffered sustained or incurred by Buyer; any Buyer Indemnified Party resulting from any breach of any of Seller’s covenants or agreements contained herein; (eiv) Any liability to all Liabilities and Losses arising from third parties for personal injury or death party claims in any way connected to the extent occurring before the Closing Date as a result of the ownership and/or ownership, use or operation of the Assets, or any obligations arising under Acquired Assets for the Material Agreements to the extent attributable to the entire period of Seller’s ownership prior to the Closing Date; date on which such Acquired Assets were transferred to Buyer; and (fv) Any Tax liability of all Liabilities and Losses arising from any Personal Property Taxes or Real Property Taxes for which Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities is responsible under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after ClosingSection 3.4 above.

Seller’s Indemnification. Provided that From and after the Closing occurs and subject to the other provisions of any applicable limitation set forth in this Article 11XI, Sxxxxx and Sxxxxx Xxxxxx (the “Other Indemnifying Party” and together with Seller, the “Seller shall releaseIndemnifying Parties”) will indemnify, defend, indemnify and hold harmless Purchaser and each of its Representatives and Affiliates (including the Buyer Indemnitees Company) (each, a “Purchaser Indemnitee”), without duplication, from and against any and all Losses that are suffered or incurred by any of Purchaser Indemnitees and arising out of or relating to:the following (each, a “Seller Indemnifiable Matter”): (ai) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations representations or warranties made by Seller contained in this Agreement or any representation with respect thereto other Transaction Document to which it is a party; (ii) any breach of any covenant of Seller in this Agreement or any other Transaction Document to which Seller is a party; (iii) any liability or obligation related to any Closing Date Indebtedness or unpaid Seller Transaction Expenses; (iv) any Indemnified Taxes; (v) any claims, actions, or disputes between or between Seller and the other Seller Indemnifying Party or among Seller and the equity holders of Seller, including without limitation any claims, actions, or disputes relating to the organization of Seller prior to the date hereof; (vi) any claims by Seller, or other Person asserting any legal interest in the certificate delivered Company, Seller or Seller’s assets, against Purchaser or the Company in connection with the allocation or disbursement by Seller of the Purchase Price, provided that Purchaser has complied with all of its obligations under this Agreement in connection with the payment of the Purchase Price; (vii) any matter referred to, or required to be referred to, in Section 5.14(a) of Seller’s Disclosure Schedule; (viii) any amounts payable by Seller to Purchaser pursuant to Section 9.2(c2.4(f); (cix) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death matter arising prior to the extent occurring before Indemnity Expiration Date but related to the ownership or operation of the Company prior to the Closing Date as a result and that would have been required to be listed on in Section 5.14(a) of the ownership and/or operation of the Assets, Seller’s Disclosure Schedule if such matter had arisen or any obligations arising under the Material Agreements to the extent attributable to the period been know prior to the Closing Date;; or (fx) Any Tax liability any Fraud on the part of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Company, Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under any Representative of any of the Employee Retirement Income Security Act of 1974foregoing in connection with this Agreement, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absoluteany Transaction Document, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingany Contemplated Transaction.

Seller’s Indemnification. Provided that From and after the Closing occurs and subject to the other provisions of any applicable limitation set forth in this Article 11IX, Seller shall releaseSellers will indemnify, defend, indemnify and hold harmless Parent and each of its Representatives, Affiliates (including the Buyer Indemnitees Company), and equity holders (each, a “Parent Indemnitee”), without duplication, from and against any and all Losses that are suffered or incurred by any of Parent Indemnitees and arising out of or relating to:the following (each, a “Sellers Indemnifiable Matter”): (ai) Seller’s breach of any covenant inaccuracy in or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations representations or warranties made by any Seller contained in this Agreement or any representation with respect thereto other Transaction Document to which it is a party; (ii) any breach of any covenant of Sellers in this Agreement or any other Transaction Document to which Sellers are a party; (iii) liability or obligation related to any Closing Date Indebtedness, Closing Cash, or unpaid Company Transaction Expenses (iv) (iv)without duplication of any right to recovery herein (including to the certificate delivered extent already paid by Sellers pursuant to Section 9.2(c7.2 or Section 7.3), any Indemnified Taxes; (cv) The breach of any representation claims, actions, or warranty (other than any Fundamental Representation) made by Seller in Article 4 disputes between or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)among Sellers; (dvi) Any Covered Environmental Losses suffered any claims by any Seller, or incurred other Person asserting any legal interest in the Company, Seller or such Seller’s assets, against Parent or the Company in connection with the allocation or disbursement by Buyerand among such Seller of the Stock Consideration; (evii) Any liability to third parties for personal injury any claim by any Person who is or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or at any obligations arising under the Material Agreements to the extent attributable to the period time prior to the Closing Date; (f) Any Tax liability was an officer, director, or employee of Seller attributable the Company, in their capacity as such, seeking indemnification, reimbursement of expenses or other payment with respect to a period prior to the Closing DateClosing; (gviii) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plansany matter referred to, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amendedrequired to be referred to, in respect Section 5.14(a) of employee benefit plans applicable to their respective employeesSellers Disclosure Schedule; andor (hix) Any and all liabilities and obligations (whether vestedany fraud, absoluteintentional misrepresentation, willful breach, or contingentwillful misconduct on the part of the Company, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutoryany Seller, or otherwise) relating to the ownership and/or operation any Representative of any of the Retained Assetsforegoing in connection with this Agreement, whether before any Transaction Document, or after Closingany Contemplated Transaction.

Seller’s Indemnification. Provided that Seller and Shareholders, jointly and severally, agree from and after the Closing occurs and subject Date, to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold harmless the Buyer Indemnitees Purchaser and Purchaser's officers, partners, employees and agents from any loss, damage, expense, liability claim or controversy, including without limitation attorneys' fees, expenses of litigation and against any and all Losses commissions, fees or payments owing to any broker who represented Seller or Shareholders, to which Purchaser or any of Purchaser's officers, partners, employees or agents may become subject arising out of any one or relating tomore of the following: (ai) Seller’s any inaccuracy or breach of any representation, warranty or covenant of Seller or agreement made by Seller Shareholders contained in this Agreement;Agreement (but not otherwise); or (bii) The breach any person asserting any claim against Purchaser to any rights in and to the Assets following the Closing Date to the extent that such claim arises or is alleged to arise by, through or under Seller or Shareholder (but not otherwise), including without limitation claims to ownership of a security interest in or to any of the Fundamental Representations Assets; or (iii) any obligation or liability of Seller or Shareholders not expressly assumed by Purchaser pursuant to this Agreement whether or not such obligation or liability is fixed or contingent, or liquidated or unliquidated, and whether or not such liability or obligation was known to Seller or its officers, directors or Shareholders on the Closing Date; or (iv) any representation claim, action, suit or investigation (collectively "Claims") which is made, threatened or asserted on or after the Closing Date against the Purchaser with respect thereto in to acts or omissions of Seller or its officers, directors or shareholders, employees, contractors, or agents occurring before or on the certificate delivered pursuant to Section 9.2(c);Closing Date; or (cv) The breach any liability of Seller for any representation and all taxes for any period ending on or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, with respect to any item or any obligations arising under the Material Agreements to the extent attributable to the period matter occurring prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions terms and conditions of this Article 11IX, Seller shall releaseeach of Sellers jointly and severally hereby agree to indemnify, defend, indemnify defend and hold harmless Foodbrands and its subsidiaries and each officer and director and affiliate of Foodbrands, and their successors and assigns (collectively, the Buyer Indemnitees "Foodbrands Group"), from and against (i) all Adverse Consequences (as herein defined) and (ii) all claims, actions or causes of action, assessments, demands, losses, damages, judgments, settlements, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys', accountants' and consultants' fees and expenses of any nature whatsoever (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by any member of the Foodbrands Group, by reason of or resulting from (x) a breach of any Surviving Sellers Representation or any Sellers Agreement or (y) any action, event, proceeding, or investigation relating in any way to operation of the business of the Company prior to the Closing, whether filed before or after the Closing, excluding the KPR Litigation (collectively, the "Foodbrands's Claims"). Foodbrands acknowledges that its sole and all Losses exclusive remedy for any Damages arising out of or relating to: (a) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any the KPR Litigation is the adjustment of the Fundamental Representations or any representation with respect thereto in the certificate delivered Contingent Purchase Price pursuant to Section 9.2(c2.05(e); (c) The breach . For purposes of this indemnification, any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death Adverse Consequence and Damage to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements Company shall be deemed an Adverse Consequence and Damage to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeesFoodbrands Group. "Adverse Consequences" means all actions, (ii) Seller’s or its Affiliates’ employee benefit planssuits, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974proceedings, as amendedhearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in respect of employee benefit plans applicable to their respective employees; and (h) Any and all settlement, liabilities and obligations (whether vested, absolute, or contingent, known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), obligations, Taxes, liens, losses, expenses and whether contractualfees, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingincluding court costs and attorneys' fees and expenses.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions limitations set forth in this Section 10, from and after the Closing, each of this Article 11, Seller the Sellers shall release, defend, severally (but not jointly) indemnify and hold harmless harmless, to the fullest extent permitted by law, the Buyer Indemnitees from and the Acquired Companies (collectively, the “Buyer Indemnitees”) from, against any and all Losses arising out of or relating toin respect of: (a) Seller’s 10.2.1. Losses incurred as a result of any breach or default in performance by such Seller of any covenant or agreement of such Seller contained in this Agreement; 10.2.2. Losses incurred as a result of any breach of, or any inaccuracy in, any representation or warranty made by such Seller in this Agreement; (b) The breach 10.2.3. such Seller’s Percentage of Losses incurred as a result of any breach or default in performance by the Acquired Companies of any covenant or agreement of the Fundamental Representations Acquired Companies contained in this Agreement that is to be performed at or prior to the Closing; 10.2.4. such Seller’s Percentage of Losses incurred as a result of any breach of, or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of inaccuracy in, any representation or warranty (other than any Fundamental Representation) made by Seller the Acquired Companies in Article 4 this Agreement. 10.2.5. any and all Environmental Costs and Liabilities arising out of or relating to conditions associated with the Acquired Companies or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered predecessors thereof, which exist on or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; , including (fi) Any Tax liability the Release of Seller attributable or exposure to a period Hazardous Materials at, on, under or from any property currently or formerly owned, operated or leased by the Acquired Companies or any other property to which any Acquired Company has arranged for the disposal or treatment of Hazardous Materials, (ii) the presence of asbestos or asbestos-containing materials at the Hampton Facility, and (iii) reimbursement of Aconcagua Timber Corp. (“Aconcagua”) or its successor or assign, pursuant to and to the extent required by Section 5.8 of the Asset Purchase Agreement dated as of April 28, 2004 between the Company and Aconcagua for costs and expenses incurred after the Closing, or incurred prior to the Closing Date;but not paid prior to the Closing or reflected as a current liability on the Closing Balance Sheet, in connection with activities related to achieving compliance with Maximum Achievable Control Technology (MACT) regulations at the Company’s former Franklin Facility in Isle of Wight, Virginia; and (g) All Obligations attributable to or 10.2.6. any and all Losses, including Environmental Costs and Liabilities, arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating related to the ownership and/or operation Odenton Facility. Notwithstanding any other provision of this Agreement to the Retained Assetscontrary, any reference to materiality or Material Adverse Effect contained in any representation or warranty set forth in Article 4 or 5 shall be disregarded in determining whether before any representation or after Closingwarranty in such Article has been breached and in calculating the amount of any loss for any breach of any such representation or warranty.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller , agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries and affiliates, and the successors and assigns of any of the foregoing (“Purchaser’s Indemnities”) harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, orders, damages, losses, costs, expenses (including reasonable attorneys’ fees and expenses), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser’s Indemnities (collectively, “Purchaser’s Loss(es)”) in an amount not to exceed the amounts paid towards the Purchase Price, and within two years of the closing date,and which arise out of, in connection with, result from or are incident to any of or relating tothe following: (a) Seller’s any misrepresentation or breach of any covenant representation, warranty, covenant, obligation or agreement made of Seller or any Stockholder in this Agreement or in any Schedule, document or agreement furnished or to be furnished by Seller in under this Agreement; (b) The any claims, demands, suits, investigations, proceedings or actions by any third party containing or relating to allegations that, if true, would constitute a breach of of, or misstatement in, any one of the Fundamental Representations or any representation with respect thereto representations and warranties contained in the certificate delivered pursuant to Section 9.2(c)Article II; (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)Retained Liabilities; (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties any and all claims, liabilities, obligations, demands, orders, damages, losses, costs, expenses(including, without limitation, attorneys’ and consultants’ fees and expenses), fines, penalties, judgments and amounts paid in settlement, and all costs and expenses for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assetsany removal, remediation, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or investigative action arising out of or attributable to (i) Seller’s or its Affiliatespredecessors’ employment release, threat of their respective employeesrelease, generation, treatment, transport, recycling or storage of any Hazardous Substance or Hazardous Waste or arising out of or attributable to Seller’s or its predecessors’ arrangements for any of the foregoing, or (ii) Seller’s or its Affiliates’ employee benefit planspredecessor’s use, maintenance, ownership or (iii) Seller’s or operation of the Assets, the business of the Divisions and/or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974operations, as amendedincluding but not limited to, in respect of employee benefit plans applicable to their respective employees; and (h) Any any and all liabilities related to any violations of any Environmental Law, such as CERCLA, RCRA and obligations (whether vestedTSCA, absoluteas now in effect or as may be amended, modified, enacted, adopted or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to otherwise become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingapplicable.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of limitations set forth in this Article 11Section 10, the Seller shall release, defend, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Buyer Indemnitees from and each of its direct and indirect partners, stockholders, members, officers, directors, employees, agents and Affiliates (collectively, the “Buyer Indemnitees”) from, against any and all in respect of Losses arising out from or related to any of or relating tothe following: (a) Seller’s any breach or default in performance by the Seller of any covenant or agreement made by of the Seller contained in this AgreementAgreement (other than in Section 8.4.1(a)); (b) The any breach of any of the Fundamental Representations of, or any inaccuracy in, any representation with respect thereto or warranty made by the Seller in this Agreement (other than any representation or warranty relating to Taxes) or in any certificate, instrument or other document delivered by the certificate delivered Seller pursuant to Section 9.2(c);hereto; or (c) The any breach or default in performance by the Company of any representation covenant or warranty (other than any Fundamental Representation) made by Seller agreement of the Company contained in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);this Agreement. (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death Anything herein to the extent occurring before contrary notwithstanding, if a Buyer Indemnitee (i) would be entitled to seek indemnification pursuant to Section 10.2(b) hereof for a Loss due to a breach of, or inaccuracy in, the Closing Date as Sufficiency of Assets representation set forth in Section 5.20, and (ii) could also state a result of the ownership and/or operation of the Assetsclaim for indemnification for such Loss pursuant to Section 10.2(b) or (c) hereof due to a breach of, or any obligations arising under inaccuracy in, any other representation or warranty made by the Seller or the Company (each a “Specific Representation”) if such Specific Representation was read without regard to and without giving effect to any “materiality”, “Material Agreements Adverse Effect” or “Knowledge” qualifier contained in such Specific Representation (but would not be entitled to the extent attributable indemnification for such Loss if such Specific Representation was read with regard to the period prior or giving effect to the Closing Date; (f) Any Tax liability of Seller attributable any such qualifier), then Buyer Indemnitee shall not be entitled to indemnification for such Loss due to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plansbreach of, or (iii) Seller’s or its Affiliates’ responsibilities under inaccuracy in, the Employee Retirement Income Security Act of 1974, as amended, representation set forth in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after ClosingSection 5.20.

Seller’s Indemnification. Provided that In the Closing occurs event of the successful consummation and closing of the purchase of the Property by Purchaser contemplated by this Agreement, subject to the other provisions terms and conditions set forth in Section 7.4 of this Article 11Agreement, Seller shall releaseagrees to indemnify, defend, indemnify protect and hold Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) harmless the Buyer Indemnitees from and against any and all Losses Liabilities (as defined in the SNS Purchase Agreement), losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any Action (as defined in the SNS Purchase Agreement) brought or otherwise initiated by any of them), specifically excluding punitive, incidental and consequential damages, other than punitive, incidental and consequential damages incurred pursuant to any Third Party Claim (defined below) (collectively, “Claims, Damages and Expenses”) arising out of or relating toresulting from: (a) Seller’s any breach of any representation or warranty by Seller contained in this Agreement or any other Transaction Document (as defined in the SNS Purchase Agreement); (b) the breach of any covenant or agreement made by Seller contained in this Agreement; (b) The breach of any of the Fundamental Representations Agreement or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)other Transaction Document; (c) The breach any personal injury or property damage occurring in, under, on or around the Real Property prior to the Closing; but only to the extent that such injury or damage would be within the scope of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)coverage of a standard commercial general liability insurance policy; (d) Any Covered any claim by the other contracting party thereto of any breach or default by Seller occurring prior to the Closing under any Contract or any Environmental Losses suffered Condition Agreement; provided, however, that subject to Section 7.4.1(e), below, Seller shall not indemnify Purchaser for any Claims, Damages or incurred by Buyer;Expenses arising out of the Existing Contamination (as defined in the Prospective Purchaser Agreement); and (e) Any liability to third parties for personal injury any (i) claim by (or death to the extent occurring before pursuit of civil or remedial action by) the Closing Date as a result State of Arizona (or any department or agency of the ownership State of Arizona or any other governmental authority) and/or operation (ii) the failure of the AssetsConsent Decree to be enforceable against any third party claim for contribution for (or with respect to) any of the reasons described in Paragraph 26 of Section VIII of the Prospective Purchaser Agreement or described in Subparagraphs A through H of Paragraph 35 of Section VIII of the Consent Decree or in Subparagraphs (a) through (f) of Paragraph 54 of Section XII of the Consent Decree and that arises out of or relates to any act or omission of Seller, any party claiming through or under Seller or any obligations arising under the Material Agreements to the extent attributable to the period employee, agent or contractor of any such party at any time prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that the Closing occurs and subject (i) Subject to the other provisions of limitations in this Article 11Section 9.1, Seller from and after the Closing, each Seller, shall releaseindemnify Purchaser and its Affiliates (including, defendfollowing the Closing, indemnify the Company and its Subsidiaries) and their respective officers, directors, employees, shareholders, agents and Representatives (collectively, the “Purchaser Indemnitees”) and hold each Purchaser Indemnitee harmless the Buyer Indemnitees from and against any and all Losses which any Purchaser Indemnitee suffers as a result of, arising out of of, or relating to: (aA) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty contained in Article 5 or Article 6 hereof (with all such representations and warranties, other than the words “present fairly in all material respects” contained in Section 5.6(a) and the representation and warranty contained in Section 5.7(a) being interpreted without giving effect to any Fundamental Representation) made by Seller in Article 4 qualifications or limitations as to “material,” “materiality” or “Material Adverse Effect” both for purposes of determining the existence of any breach of any such representation or warranty and for purposes of calculating Losses with respect thereto in the certificate delivered pursuant to Section 9.2(cthereto); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (hB) Any the breach by (1) any Seller of any covenant or agreement of such Seller contained in this Agreement or (2) the Company of any covenant or agreement of the Company contained in this Agreement, which is required to be performed at or prior to the Closing; (ii) All claims by any Purchaser Indemnitee pursuant to this Section 9.1(a) or pursuant to Section 9.9(i) must be made in writing on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, the representations and all liabilities warranties and obligations covenants or agreements that are the subject of such claim shall continue to survive with respect to such claim until such matter is finally resolved. The term “Survival Date” shall mean (whether vested1) for purposes of claims made pursuant to this Section 9.1, absolutethe date that is twelve (12) months after the Closing Date; provided that with respect to any covenant or agreement of any party contained in this Agreement other than in Section 9.9 which by its terms is required to be performed after the Closing (each such covenant or agreement, or contingenta “Post-Closing Covenant”), known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or the term “Survival Date” shall mean the last date upon which such Post-Closing Covenant is to become duebe performed in accordance with its terms, and whether contractual(2) solely for purposes of claims made pursuant to Section 9.9(i), statutory, or otherwisethe term “Survival Date” shall mean thirty (30) relating to days after the ownership and/or operation expiration of the Retained Assetsapplicable statute of limitations for Actions by the IRS or any similar state, whether before local or after Closingforeign Governmental Authority.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other further provisions of this Article 11VIII, Seller shall releaseindemnify, defend, indemnify defend and hold harmless Buyer and its Affiliates (including, without limitation, the Company with respect to any time after the Closing) and their respective directors, officers, employees, Affiliates, advisors, representatives, agents, successors and assigns (collectively, "Buyer Indemnitees from Indemnified Parties"), against and against in respect of any and all Losses that any of such parties shall incur or suffer, to the extent arising out of or resulting from, or relating to: , directly or indirectly in any way whatsoever, (a) Seller’s breach subject to the provisions of section 8.1, any covenant inaccuracy or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller herein or in Article 4 any other Ancillary Document, (b) the failure of Seller or its Affiliates to comply with any of the covenants or other obligations set forth in this Agreement or any representation with respect thereto in Ancillary Document (provided that after the certificate delivered Closing indemnification pursuant to Section 9.2(cthis clause (b) shall not apply to any covenants to be performed by the Company, or any covenants which Seller or any of its Affiliates is required to cause the Company to perform, in each case after the Closing); , (c) any Liabilities of the Company existing as of the Closing Date or relating to matters occurring prior to the Closing Date, regardless of when asserted, to the extent relating to the period prior to Closing, (d) Any Covered Environmental Losses suffered Liabilities resulting from the business or incurred by Buyer; operations of the Company prior to Closing (including product liability claims related to product manufactured prior to such time other than to the extent resulting from any acts or omissions of Buyer or its Affiliates), (e) Any liability to third parties for personal injury or death Liabilities resulting from the relationships of the Company with present and former employees, customers, suppliers, stockholders, directors, lenders, borrowers and any others to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable such Liabilities pertain to the period prior to the Closing Date; Closing, (f) Any any claim of infringement relating to the use of any Company IP in a manner authorized by Article X, (g) any Taxes of the Company with respect to any Tax liability year or portion thereof ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 8.8(b)) to the portion of such period beginning before and ending on the Closing Date, (h) any unpaid Taxes of Seller attributable or any of its Affiliates (other than the Company) under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise, (i) any Claims or Liabilities relating to the matters set forth on Schedule 4.14, (j) any Liabilities arising under the Retirement Plans or the Employee Plans, (k) any and all Liabilities that arise as a period result of environmental conditions which existed at, or activities which occurred at, Real Property prior to the Closing Date; (gincluding, without limitation, the presence of Hazardous Substances on or under such Real Property or the escape, seepage, leakage, spillage, discharge, emission, release of Hazardous Substances at or from such Real Property) All Obligations attributable or activities related to the Company's operations prior to Closing (including, without limitation, the transportation, handling, disposal or arrangement for disposal of Hazardous Substances), (l) trademark infringement arising out of (i) Seller’s or its Affiliates’ employment approved use of their respective employeesthe Licensed Marks by Licensee in the Territory in accordance with the terms of the Champion License, (iim) Seller’s or its Affiliates’ employee benefit planstrademark infringement arising out of approved use of the CAMS Software by Licensee in the Territory in accordance with the terms of the CAMS License, or (iiin) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) any Claim relating to the ownership and/or foregoing; provided, however, that no indemnification shall be provided with respect to the portion of such Losses that any of such Buyer Indemnified Parties shall incur or suffer to the extent arising or resulting from (1) the operation of the Retained AssetsBusiness, whether before or any other acts or omission of the Company or its successors, in each case after the Closing, (2) the ownership and use of the Company Assets or other properties owned by Buyer or any of its Affiliates after the Closing, (3) the consummation of the transactions contemplated hereby or by the Ancillary Documents to the extent resulting from an act or omission of Buyer or any of its Affiliates, (4) the failure of any Buyer Indemnified Party to perform any of its obligations under this Agreement or the Ancillary Documents, or (5) any other matter set forth in Section 8.3.

Seller’s Indemnification. Provided that the Closing occurs Subject to all terms and subject to the other provisions conditions of this Article 11Section, Seller shall releasehereby agree to indemnify, defend, and hold harmless Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, attorneys' fees and expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by Buyer by reason of or resulting from (i) liabilities or obligations of, or claims against, Seller, the Business, or Assets (whether absolute, accrued, contingent or otherwise), existing as of the Closing Date or arising out of facts or circumstances existing at or prior thereto (excluding only those specific liabilities and obligations expressly assumed by Buyer as set forth in Exhibit 1.3) whether or ----------- not such liabilities or obligations were known at the time of the Closing; (ii) a breach of any representation, warranty, or agreement of Seller contained in or made pursuant to this Agreement or any facts or circumstances constituting such a breach; or (iii) any tax or related claim asserted against Buyer with respect to any taxes relating to the operations or properties of Seller on or prior to the Closing Date (collectively, "Claims"). Such right of indemnification shall include the right of Buyer to rescind the purchase of the Assets and recover the full purchase price paid for them together with all costs, expenses, and attorney and accounting fees incurred in connection with the examination of Seller and the Assets and the negotiation and consummation of the transaction contemplated by this Agreement, and/or to offset the damages or amounts of the Claims against amounts owed Seller pursuant to the Compensation Stock by effecting a reduction in the number of shares of Compensation Stock equal to the value of the offset. In the event that the foregoing right of setoff is insufficient to compensate Buyer for losses or damages incurred or monies so paid out, Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses arising out of or relating to: (a) Seller’s breach of any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assetsamounts, damages, or losses paid or suffered by Buyer from any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employeessuch occurrence, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any including reasonable attorneys' fees and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closingrelated expenses.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of limitations set forth in this Article 11Section 7, Seller shall release, defend, hereby agrees to indemnify and hold harmless (in such capacity, an "Indemnifying Party"), to the Buyer Indemnitees fullest extent permitted by law, Orbital, its subsidiaries, Orbital's Deferred Salary and Profit Sharing Plan (or any other qualified plan established by Orbital to accept direct and indirect rollovers of eligible rollover distributions from Seller's Plans), and each of their respective officers, directors, employees and Affiliates (each, in its capacity as an indemnified party, an "Indemnitee") from, against and in respect of any and all Losses arising out of from, or relating otherwise related to: (a) Seller’s breach of any covenant , directly or agreement made by Seller in this Agreement; (b) The breach of indirectly, any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);following: (c) The 7.2.1. Any breach of any representation or warranty (other than any Fundamental Representation) made by or on behalf of Seller in Article 4 Section 3 of this Agreement (as each such representation or 7.2.2. Any breach or default in performance by Seller of any covenant or other agreement in this Agreement. 7.2.3. All Excluded Liabilities, including without limitation, any failure to fully pay or satisfy or cause to be paid or satisfied any Excluded Liability when due and payable. 7.2.4. Any Plan established or maintained by Seller or any representation of its Subsidiaries or to which Seller or any of its Subsidiaries contributes, any act or omission prior to Closing of any such Plan or of Seller or any of its Subsidiaries with respect thereto in the certificate delivered pursuant to Section 9.2(c);any such Plan, or any failure of any such Plan required or intended to be qualified under applicable laws to be so qualified. (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death 7.2.5. Except to the extent occurring before reflected on the Closing Date Statement, any liability or obligation to or in respect of any Employee, or any other current or former employee of Seller or its Subsidiaries, relating to periods prior to the Closing or the termination of the employment of such Employee by Seller, including without limitation any obligation or liability to make severance or similar payments as a result of, or in connection with, such termination, any claim of the ownership and/or operation of the Assetsan unfair labor practice, any claim under any state unemployment compensation or any federal or state workers' compensation law or regulation, or any obligations arising under claim of harassment or discrimination. 7.2.6. Any matters that are the Material Agreements subject of (i) the lawsuit captioned Thomxx xxx der Heydxx x. CTA Incorporated, et al., Case No. 156956, filed on October 10, 1996 in the Circuit Court of Maryland for Montxxxxxx Xxxnty, and the related arbitration proceeding, (ii) the arbitration proceeding captioned Volunteers in Technical Assistance v. CTA, Incorporated before party-appointed arbitrators in Washington, D.C., (iii) the proceeding captioned DBSIndustries, Inc. v. CTA, Inc., Opposition No. 97,765, filed on June 21, 1995 in the United States Patent and Trademark Office, Trademark Trial and Appeals Board, and (iv) the administrative proceeding captioned In the Matter of Sylvxx Xxxxxxx, xxled in February 1997 in the Fairfax County Office of Human Rights. 7.2.7. Except for matters for which indemnification is provided in Section 7.2.6, any agreement (written or oral) entered into prior to Closing between Seller, any Acquired Subsidiaries and Thomxx xxx der Heydxx, xxcluding but not -57- 66 limited to, that certain Profit Sharing Agreement dated July 12, 1990, as amended from time to time. 7.2.8. Any violation prior to the Closing by Seller or any Acquired Subsidiary of any federal, state or local governmental statute or rule, regulation or directive. 7.2.9. Any storage, release or disposal prior to the Closing by Seller or any Acquired Subsidiary or from or on any real property currently or formerly owned or operated by Seller or any Acquired Subsidiary of any hazardous or toxic substance, including without limitation a "hazardous substance" as defined in 42 U.S.C. Section 9601(14) and oil, gasoline and other petroleum-based substances. 7.2.10. Except to the extent attributable of specific liabilities or reserves reflected on the Closing Statement, any Government Contract or Government Subcontract to the period extent such Loss results from (i) any violation or noncompliance by Seller or any Acquired Subsidiary prior to Closing of or with any Cost Accounting Standard, Disclosure Statement, FAR provision (including without limitation Cost Principles), or agency FAR supplemental provision, (ii) any false claims or defective pricing occurring prior to Closing, or (iii) any cost disallowance relating to costs incurred prior to Closing. 7.2.11. Any liability or obligation for products manufactured or sold or services rendered by Seller or any Acquired Subsidiary prior to the Closing Date;, including without limitation any liability arising from any injury to or death of any person or damage to or destruction of any property, and regardless of whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory. (f) 7.2.12. Any Tax liability of Seller attributable to a period prior or any Acquired Subsidiary for legal, accounting, brokerage or finder's fees, audit and other professional fees, or any other costs or expenses, incurred with respect to the Closing Date; (g) All Obligations attributable to or arising out preparation of (i) Seller’s or its Affiliates’ employment of their respective employeesthis Agreement, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any transactions contemplated hereby and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation sale of the Retained Assets, whether before or after ClosingPurchased Assets to Orbital.

Seller’s Indemnification. Provided that the Closing occurs and subject Seller agrees to the other provisions of this Article 11indemnify, Seller shall release, defend, indemnify defend and hold Purchaser, its directors, officers, employees, subsidiaries, lenders, affiliates and the successors and assigns, of any of the foregoing ("Purchaser's Indemnitees") harmless the Buyer Indemnitees from and against any and all Losses arising claims, liabilities, obligations, demands, damages, losses, costs, expenses (including reasonable attorney's fees), fines, penalties, judgments and amounts paid in settlement imposed on, asserted against or incurred by Purchaser's Indemnitees and which arise out of, in connection with, result from or are incident to any of or relating to:the following (collectively, "Purchaser's Losses"): (a) Seller’s any misrepresentation or breach of any covenant representation, warranty, covenant, obligation or agreement made of Seller in this Agreement or in any document or agreement furnished or to be furnished by Seller in under this Agreement; (b) The any claim for breach of Product Warranty Liability or Product Liability arising from the sale of Products prior to the Closing Date to the extent not accrued on the Closing Date Balance Sheet; including, but not limited to, any claim for breach of Product Warranty Liability or Product Liability arising from or related to the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)Hybond 100NF(R) product line; (c) The breach all claims, demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits and proceedings (including attorney's fees) to the extent not accrued on the Closing Date Balance Sheet arising or resulting from (i) the violation of or the enforcement by any Governmental Body or any third party of any representation Environmental Laws or warranty the remediation of Hazardous Materials resulting from the operation of the Business, the sale of Products or activities at the Facilities prior to the Closing Date; (other than ii) any Fundamental Representationliability relating to the Business or the Company claimed to arise under any Environmental Law, as now or hereafter enacted, reauthorized or amended, arising out of facts or circumstances occurring prior to the Closing Date, or otherwise arising out of or resulting from the operation of the Business or the sale of Products prior to the Closing Date; (iii) made by Seller in Article 4 conditions caused, events occurring or any representation activities at the Facilities or with respect thereto to the Business prior to the Closing Date which result in any emission, disposal, deposit, contamination, release or discharge of Hazardous Materials or regulated substances (whether on or off of the Real Property) covered or regulated by Environmental Laws; or (iv) the existence, storage or presence of Hazardous Materials or other regulated substances in the certificate delivered pursuant buildings, structures and all other improvements at the Facilities prior to Section 9.2(c)the Closing Date, and the remediation thereof; (d) Any Covered Environmental Losses suffered or incurred by Buyerany liability for Taxes arising during any Pre-Closing Tax Period; (e) Any liability to third parties for personal injury any claim, action, suit or death demand or any legal, administrative or other proceeding identified on Schedule 3.14 to the extent occurring before not accrued on the Closing Date as a result of Balance Sheet with respect to any act or omission where the ownership and/or operation of the Assets, initial event or any obligations arising under the Material Agreements events giving rise to the extent attributable to the period same occurred prior to the Closing Date; (f) Any Tax any liability of Seller attributable to a period arising from employee benefits plans retained by Seller, worker's compensation or long-term disability claims made on or prior to the Closing Date;Closing; and (g) All Obligations attributable any claim or other liability arising from or related to the Wood Finishes Business or the Milpitas Property; (h) any claim or other liability arising out of (i) Seller’s on or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under prior to Closing related to the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employeesAssets; and (hi) Any and all liabilities and obligations (whether vestedany brokers' commission, absolute, finders' fees or contingent, known other like payments incurred or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or alleged to become due, and whether contractual, statutory, or otherwise) relating to have been incurred by Seller in connection with the ownership and/or operation sale of the Retained Assets, whether before or after ClosingShares and the consummation of the transactions contemplated by this Agreement.

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other provisions of limitations contained in this Article 11Section and in Section 13.2, Seller Sellers shall release, defend, jointly and severally indemnify and hold Purchaser and its Affiliates harmless the Buyer Indemnitees from and against any and all Losses damages, losses, liabilities, costs, actions, suits, proceedings, demands, assessments, and judgments, including, but not limited to, reasonable attorney's fees and reasonable costs and expenses of litigation, arising out of or relating toin any manner related to any of the following: (a) Seller’s breach of any covenant or agreement made by Seller in this AgreementAny Excluded Liability; (b) The Any misrepresentation of a material fact, breach of warranty or nonfulfillment of any agreement on the part of the Fundamental Representations a Seller under this Agreement or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)other Purchase Document; (c) The breach Any failure by a Seller in connection with the transaction contemplated in this Agreement to comply with the requirements of any representation laws or warranty (other than any Fundamental Representation) made by Seller in Article 4 regulations relating to sales or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c)transfers; (d) Any Covered Environmental Losses suffered or incurred sums due by Buyera Seller for Medicare and Medicaid adjustments arising from the operation of Facilities conveyed pursuant to this Agreement; (e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as breach of any covenant of a result of the ownership and/or operation of the Assets, Seller contained in this Agreement or any obligations arising under the Material Agreements to the extent attributable to the period prior to other Purchase Document requiring performance after the Closing Date; (f) Any Tax liability claims by parties other than Purchaser to the extent caused by acts or omissions of a Seller attributable to a period or one or more of their Affiliates on or prior to the Closing Date; (g) All Obligations attributable Any Environmental Claim arising under any of the Environmental Laws or any Remedial Action arising pursuant to any of the Environmental Laws with respect to acts, omissions, circumstances or arising out conditions occurring or existing as of (i) Seller’s or its Affiliates’ employment before the Closing Date or the Pxxxxxxx Closing Date, as applicable, including, but not limited to, investigation, remediation, treatment or clean up of their respective employeesany Hazardous Substance that is present, (ii) Seller’s or its Affiliates’ employee benefit plansreleased, or (iii) Seller’s disposed of on the Facilities on or its Affiliates’ responsibilities under before the Employee Retirement Income Security Act of 1974Closing Date or the Pxxxxxxx Closing Date, as amendedapplicable, in respect violation of employee benefit plans applicable Environmental Laws, or at levels which could give rise to their respective employeesliability for investigation, remediation, removal, treatment or Clean-Up under Environmental Laws; andor (h) Any coal mining or other similar extraction operations on, under or about the Real Properties and all liabilities and obligations (whether vested, absoluteany subsidence, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating lack of support to the ownership and/or operation surface lands and improvements, resulting from such operations; or (i) Enforcement of this Section 13.1. The Sellers’ obligations under this ARTICLE XIII shall survive the Retained Assets, whether before or after Closing.

Seller’s Indemnification. Provided that the Closing occurs and subject (a) Except to the other provisions of this extent otherwise provided in Article 11X, Seller shall releaseindemnify, defend, indemnify defend and hold harmless Buyer and its Affiliates and each of their successors and assigns, Subsidiaries, Affiliates, directors, officers, employees, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnitees Indemnified Parties”) from and against any and all Losses arising out of Loss imposed on, sustained, incurred, or relating to: (a) Seller’s breach of suffered by any covenant or agreement made by Seller in this Agreement; (b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c); (d) Any Covered Environmental Losses suffered or incurred by Buyer; (e) Any liability to third parties for personal injury or death Buyer Indemnified Party, to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assetsrelating to, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to resulting from, or arising out of (i) any breach of any representation or warranty of Seller set forth in this Agreement, the other Transaction Documents or any certificate or document delivered pursuant to this Agreement on or prior to the Closing Date; (ii) any breach or failure to comply with or perform fully any covenant or agreement on the part of Seller set forth in this Agreement or other Transaction Documents; and (iii) any Employee Benefit Plan, International Employee Benefit Plan or Affiliate Plan (other than any Company Benefit Plan, International Company Benefit Plan or liability or obligation assigned to or assumed by Buyer, the Company or a Company Subsidiary under Section 6.04); provided, however, all breaches of Sections 3.09 and 6.08 shall be addressed in accordance with Section 10.01(b). In determining whether any Losses have occurred due to any breach of any representation or warranty of Seller set forth in this Agreement the terms “material,” “Material Adverse Effect” and other express qualifications based upon materiality shall be disregarded and given no effect. (b) Except to the extent otherwise provided in Article X, Seller shall indemnify and hold Buyer, the Company and Company Subsidiaries harmless from and against the following: (i) all Taxes imposed on the Company and any Company Subsidiary with respect to taxable periods ending on or before the Closing Date (whether imposed by Law, Tax sharing agreement, Tax indemnity obligation or similar agreement in respect of Taxes that was entered into prior to the Closing Date, or otherwise), (B) Pre-Closing Taxes determined pursuant to Section 6.08(e) with respect to any Straddle Period and (C) all Taxes that are attributable to Seller or any member (other than the Company or any Company Subsidiary) of an affiliated, consolidated, combined or unitary Tax group of which at least one of the Company or any Company Subsidiary is or was a member prior to the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of Law) by reason of the Company or any Company Subsidiary being included in any such Tax group; (ii) any and all Losses that arise out of breach of any representations or warranties contained in Section 3.09, provided, that the terms “material” and “Material Adverse Effect” in Section 3.09 shall be disregarded and given no effect; (iii) any Tax imposed on the Company or any Company Subsidiary directly attributable to and measurable by the transactions contemplated by Sections 5.04(b), 5.05, 5.07 and 5.09; and (iv) all reasonable accountants’ fees and expenses incurred in the investigation or defense of or in connection with the same. (i) Except to the extent otherwise provided in Sections 10.01(c)(ii), 10.06 and 10.07, and whether or not disclosed to Buyer in any manner (including any disclosures on Schedules 3.15 (a) and (b)), Seller shall protect, defend, indemnify and save harmless the Buyer Indemnified Parties from, against and in respect of, any and all Environmental Losses directly or indirectly related to any condition relating to the Company (which term shall include any Company Subsidiary for purposes of this Section 10.01(c)) or any Property or any real property previously owned or leased by the Company existing on or prior to the Closing Date, including without limitation, subject to the provisions of Section 10.01(c)(ii), any Remedial Work required by any Governmental Authority or Environmental Laws or permitted by Section 10.01(c)(ii). Any amounts paid by Seller pursuant to the Indemnification Obligation set forth in this subsection (c)(i) shall not be counted towards the limitation on Seller’s aggregate liability for losses under this Article 10 set forth in Section 10.06(a) and shall not be subject to the limitations set forth in Sections 10.06 and 10.07, other than Section 10.06(b) which shall be applicable. Any claim for indemnification by Buyer Indemnified Parties under this Section 10.01(c) shall be asserted within sixty (60) months following the Closing Date. (ii) Buyer shall have the right to initiate any Remedial Work with respect to any violation of Environmental Law (including, without limitation, any Environmental Permit) occurring prior to the Closing Date. As to any Remedial Work in respect of which indemnity is provided under Section 10.01(c)(i), Buyer shall have the right to design and implement such activity; provided, however, that Seller shall have the right to be advised in reasonable detail about the selection and implementation of remedial alternatives to review any sampling data or environmental reports related to such Remedial Work promptly after the preparation of the same, to receive copies of all correspondence related to such Remedial Work, and to attend any meeting with Governmental Authorities related to such Remedial Work. Any remedial alternative selected by Buyer in connection with this indemnity shall be a reasonable alternative permitted under applicable Environmental Laws, provided, that, except to the extent otherwise required by any Governmental Authority or Environmental Law, the indemnity provided by Section 10.01(c)(i) shall only apply to such Remedial Work as is reasonably necessary to make the Property in question suitable for the use to which such Property is being put by the Company on the date hereof. (d) No examination, inspection or audit of the properties, financial conditions or other matters of the Company and the Company Subsidiaries and their businesses conducted by Buyer in connection with this Agreement shall in any way limit, affect or impair the ability of Buyer to rely on the representations, warranties, covenants and obligations of Seller, the Company and the Company Subsidiaries set forth herein. (e) Seller and Buyer acknowledge that Kanzaki Specialty Papers Inc. (“Kanzaki”) will have the right to terminate (i) the Noncompetition Agreement, dated September 8, 2000, among Kanzaki, Oji Paper Co., Ltd. and Seller (the “Kanzaki Noncompetition Agreement”), and (ii) the License Agreement, dated September 8, 2000, between Kanzaki and Seller (the “Kanzaki License Agreement”) if the transactions contemplated by this Agreement are consummated without the prior written consent of Kanzaki. Seller will use commercially reasonable efforts to obtain such a consent from Kanzaki prior to the Closing. If Seller is unable to obtain such consent, Seller shall have no obligation to Buyer, with respect to indemnification or otherwise, in the event that Kanzaki exercises its Affiliates’ employment of their respective employeesright to terminate the Kanzaki License Agreement. If (i) Seller is unable to obtain Kanzaki’s written consent to the transactions contemplated by this Agreement, (ii) Seller’s or Kanzaki exercises its Affiliates’ employee benefit plansright to terminate the Kanzaki Noncompetition Agreement, or (iii) Kanzaki subsequently engages in competition with Buyer prior to the second anniversary of the Closing Date in a manner that would have violated the Kanzaki Noncompetition Agreement had it not been terminated, and (iv) Buyer provides Seller with written notice of the occurrence of such competition prior to the second anniversary of the Closing Date, then Seller shall indemnify and hold Buyer harmless from and against up to $2,000,000 in direct economic damages in the form of lost profits resulting from Kanzaki’s competition with Buyer in the manner described above during the period prior to the date on which the Kanzaki Noncompetition Agreement would have expired without prior termination by action of any party thereto. Any amounts paid by Seller pursuant to the indemnification obligation set forth in the previous sentence shall not be counted towards the limitation on Seller’s or its Affiliates’ responsibilities aggregate liability for Losses under the Employee Retirement Income Security Act of 1974, as amended, this Article X set forth in respect of employee benefit plans applicable to their respective employees; and (hSection 10.06(a) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating shall not be subject to the ownership and/or operation of the Retained Assets, whether before or after Closinglimitations set forth in Sections 10.06 and 10.07(b).

Seller’s Indemnification. Provided that the Closing occurs and subject Subject to the other further provisions of this Article 11VIII, Seller shall releaseindemnify, defend, indemnify defend and hold harmless the Buyer Indemnitees and its Affiliates and their respective Representatives (collectively, “Buyer Indemnified Parties”), from and against and in respect of any and all Losses Losses, net of any insurance proceeds or Tax benefits actually recovered or recoverable by any Buyer Indemnified Party (it being agreed that each Buyer Indemnified Party shall use commercially reasonable efforts to seek and obtain such recoveries), resulting from, in connection with or arising out of or relating toof: (a) Seller’s any inaccuracy or breach of any covenant representation or agreement warranty made by any Seller Party in Article IV of this Agreement; (b) The breach the failure of any Seller Party to comply with any of the Fundamental Representations or any representation with respect thereto covenants in the certificate delivered pursuant to Section 9.2(c)this Agreement; (c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant event that Buyer discontinues operations at the Hayward, CA Facility during the 180-day period following the Closing, withdrawal liabilities in excess of $60,000.00 incurred by Buyer under the Multiemployer Plans related to Section 9.2(c)said Facility on account of such shutdown; (d) Any Covered Environmental Losses suffered any Excluded Liability, including any Excluded Liability asserted against Buyer by reason of Buyer’s status as a transferee or incurred successor of the DSD Business or the Purchased Assets and Liabilities of Seller under Section 6.7 relating to Mixed Use Contracts to be performed by Buyer;Seller; and (e) Any liability to third parties for personal injury or death any Liability to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date; (f) Any Tax liability of Seller attributable to a period prior to the Closing Date; (g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and (h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or or use of the Purchased Assets or the operation of the Retained AssetsDSD Business on or prior to the Closing, whether before or after Closingexcept the Assumed Liabilities.