Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the "Seller hereby agrees to Indemnity Period") Seller shall defend, indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all lossesbona fide third party claims asserted during the Seller Indemnity Period to the extent, damagesand only to the extent, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties directly relating to the operation and mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership by Seller of the Assets affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the use nature and basis of the items of real or personal property held by Seller pursuant to the Contractssuch claim and, if ascertainable, the performance amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified by Purchaser in such notice (the "Notice Period"). If Seller under denies liability hereunder or fails to provide the Contracts defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the conduct defense of its U.S. Display Business any claim, it shall so notify Purchaser as soon as is practicable prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers expiration of the U.S. Display Business relating to products designedNotice Period and undertake the defense or compromise of such claim, manufactured, constructed, distributed, sold, leased, supported or installed with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or services performed by Seller prior compromise of such claim, Purchaser shall be entitled, at its own expense, to the Effective Time participate in such defense, no compromise or settlement of Closing ("Product Warranty Claims")any claim shall be made without reasonable notice to Purchaser, and (v) any other liability without the prior written approval of Seller to third partiesPurchaser, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller which approval shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether unreasonably delayed or not such Losses have actually been incurred) by written notice to Seller within the following time periods:denied.

Seller’s Indemnity. Seller (a) Sellers hereby agrees to jointly and severally indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees agree to defend promptly the Buyer Indemnified Parties from from, and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) or any waiver other agreement or instrument delivered by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Sellers pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), hereto; (ii) any failure by Seller of Sellers to perform carry out, perform, satisfy and discharge any of its covenants and covenants, agreements, undertakings, liabilities or obligations set forth in under this Agreement or in under any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification agreements and instruments delivered by Sellers pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; (iii) claims by third parties (including governmental authorities) against the Buyer Indemnified Parties relating to the construction, operation and ownership by Seller Sellers of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller Sellers under the Contracts and in each case under this clause (iii) for the conduct of its U.S. Display Business period prior to the Effective Time of Closing, Time; (iv) product warranty claims asserted by customers of the U.S. Display Business relating any violations of, or failure to products designedoperate in accordance with, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller necessary permits prior to the Effective Time of Closing ("Product Warranty Claims"), and Time; (v) except as otherwise provided in the Sublease and License, all obligations and liabilities under the Lease; and (vi) any other liability and all liabilities and obligations of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Sellers;

Seller’s Indemnity. (a) Seller hereby agrees to indemnify indemnifies and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "holds Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from from, and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) or any waiver other agreement or instrument delivered by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Seller pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), hereto; (ii) any failure by of Seller to perform carry out, perform, satisfy and discharge any of its covenants and covenants, agreements, undertakings, liabilities or obligations set forth in under this Agreement or in under any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification agreements and instruments delivered by Seller pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; (iii) claims by third parties (including governmental authorities) against the Buyer Indemnified Parties relating to the construction, operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and in each case under this clause (iii) for the conduct of its U.S. Display Business period prior to the Effective Time of Closing, Time; (iv) product warranty claims asserted by customers any of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), matters referenced in Schedules 3.5 and 3.11; (v) any other liability violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller to third parties, other than any which are not expressly assumed by Buyer as Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties Liabilities pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:hereto;

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, indemnifies the "Buyer Indemnified Parties") harmless from and against, against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costs, diminution in value, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any breach action taken or inaccuracy of any omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the representations Branches or their business and warranties made properties prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in or pursuant title to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and Branch Real Estate; (ii) any waiver misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Seller pursuant to this Section 8.1(a)(i) for a breach Agreement, the Schedules hereto or inaccuracy of a representation or warranty made by the Seller), (ii) any failure by Seller to perform any of its covenants 's officer's certificate; and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims any claim or demand by third parties any Branch employee of the Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). Any direct claim by the Buyer against the Seller, as distinguished from a claim against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held a third party, shall be settled by Seller arbitration pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Section 9.4. The Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) hereof of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the representations Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and warranties made by Seller unless such right to indemnification is asserted by at the request of the Buyer Indemnified Parties (whether shall, participate in and control the defense of any such suit, action or not such Losses have actually been incurred) by written notice to Seller within the following time periods:proceeding at its own expense.

Seller’s Indemnity. Seller hereby agrees to indemnify shall indemnify, defend, protect and hold Buyer, its harmless BEA (and BEA's Subsidiaries and Affiliates and their respective officers, directors, managers, membersstockholders, employees and agents (collectively, the "Buyer Indemnified PartiesBEA Indemnities") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations obligations, claims, demands, causes of action, suits, settlements and claims judgments of any kindevery nature, including, without limitation, reasonable attorneys’ fees and other legal including the costs and expenses associated therewith and reasonable attorneys', consultants' and witness fees incurred in connection therewith (hereinafter referred to collectively as "LossesBEA Damages"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with which arise out of: (i) any the breach or inaccuracy of any representation or warranty made by Seller under Article 3 of this Agreement (including the Seller Disclosure Schedule) or any certificate delivered by Seller pursuant to this Agreement; (ii) the non-performance, partial or total, of any covenant made by Seller pursuant to this Agreement; (iii) the conduct of the Business prior to the Closing Date in breach of any covenant set forth in Article 5 hereof, or (iv) any BEA Damages relating to or arising out of the matter set forth as Item 2 to Schedule 3.17.2 of the Seller Disclosure Schedule or the breach of the representations and warranties made contained in that certain representation letter relating to the same matter dated as of the date hereof and delivered to BEA by Seller and the Founders; provided, that for purposes of determining the amount of BEA Damages for the breach of any representation, warranty or covenant in or pursuant to this Agreement that contains a materiality qualifier, such representation, warranty or covenant shall be deemed breached where the BEA Damages relating thereto, individually or in the aggregate, are in excess of $25,000 (it being understood that (i) which BEA Damages, once such $25,000 threshold has been surpassed, shall be included in full in determining whether the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer aggregate amount of BEA Damages exceeds the condition to Closing $250,000 limitation set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller8.6(a), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:.

Seller’s Indemnity. Seller hereby agrees to The Sellers shall indemnify and hold harmless the Buyer, its Affiliates any underwriter for the Buyer and their respective officerseach person, directorsif any, managerswho controls the Buyer or such underwriter, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costs, diminution in value, expensesclaims, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and or expenses (hereinafter referred including any amounts paid in any settlement effected with the selling shareholder’s consent) to collectively which the Buyer, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as "Losses"such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), that the Buyer Indemnified Parties may at any time suffer costs or incur, or become subject to, as a result expenses arise out of or in connection with are based on (i) any breach or inaccuracy untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the representations circumstances in which they were made, not misleading, and warranties made the Sellers will reimburse the Buyer, any such underwriter and each such controlling person of the Buyer or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by Seller them in connection with investigating, preparing to defend or pursuant defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to this Agreement the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Sellers to the Buyer specifically for inclusion in the Registration Statement or prospectus and that such information was reasonably relied upon by the Buyer for use in the Registration Statement, prospectus or to the extent that such information related to the Sellers or the Sellers’ proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Sellers expressly for use in the Registration Statement, form of prospectus (it being understood is hereby clarified that the indemnification liability detailed herein shall only apply to such Seller/s who provided such untrue statements or omitted to include certain information as detailed in subsection (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Lawabove); provided, however, that Seller the indemnity shall not be required apply to indemnify amounts paid in settlement of any losses if such settlement is effected without the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect prior written consent of the representations and warranties made by Sellers. In no event shall the liability of any Seller unless such right to indemnification is asserted hereunder be greater in amount than the dollar amount of the net proceeds received by the Buyer Indemnified Parties (whether or Sellers upon the sale of the Registrable Securities giving rise to such indemnification obligation; and in case that no sale of Registrable Securities occurred, then the liability shall not such Losses have actually been incurred) by written notice to Seller exceed the average value of the securities within the following time periods:first three months after the registration.

Seller’s Indemnity. Seller hereby warrants that it has complied, and will comply, with all federal, state and local laws, regulations and directives that may relate to this Order, and that Seller shall obtain all permits or licenses required for the manufacture, sale, shipment and installation of the goods, or for the provision of the services, ordered hereunder. Seller agrees that any services to indemnify be rendered or goods to be furnished by Seller under this Order shall be rendered or furnished as an independent contractor, and is at Seller’s risk as to the methods, processes, procedures and conduct of the work. Seller shall be solely responsible for understanding the methods, processes, procedures and conduct of the work, including control of the associated hazards thereof, to assure the safety of its performance and that of its subcontractors and suppliers under this Order, and for the protection of all persons, premises or facilities involved in said performance, whether on Seller’s property, Aerojet’s property or elsewhere. Seller will indemnify, defend, and hold Buyerharmless Aerojet and its duly authorized representatives, its Affiliates including Officers and their respective officersDirectors, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, liabilities, damages, costsclaims, diminution in valuedemands, expensesliens, liabilitiessubrogation, obligations suits, actions, sanctions, expenses and claims of any kindadministrative or other proceedings, including, without limitation, reasonable attorneys’ fees and other legal including court costs and expenses (hereinafter referred reasonable attorneys fees, to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incurextent arising from the performance of Seller’s work, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement subcontractors or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims")suppliers, and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, resulting or is alleged to have becomeresulted from any defect in design, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger workmanship or successor liabilitymaterials, or otherwise by operation from any negligence or malfeasance, or from any breach of Law); providedapplicable laws, howeverregulations, that safety standards or directives, but excluding Aerojet’s sole negligence or willful misconduct. Seller will promptly advise Aerojet of any such suit, action or proceeding which may be brought or threatened against Aerojet or Seller and, at Aerojet’s election and request, assume full responsibility for its defense. The provisions of this paragraph shall not be required to indemnify survive the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect termination, cancellation or completion of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:this Order.

Seller’s Indemnity. Seller hereby agrees to (a) Sellers shall indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees agree to defend promptly Buyer, any Affiliate of Buyer and the officers, directors, employees, agents, representatives and advisors of Buyer or any Affiliate of Buyer (collectively, "Buyer Indemnified Parties from Persons") from, and to reimburse the Buyer Indemnified Parties Persons for, any and all losses, damages, costs, diminution in value, expenses, liabilities, judgments, settlements, obligations and claims of any kind, including, without limitationbut not limited to, environmental penalties, costs (including, but not limited to, costs of remediation) and liabilities (whether involving personal injury or property damage), reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the any Buyer Indemnified Parties Person may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in this Agreement, the Transaction Documents or any other agreement or instrument delivered by Sellers pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach hereto or inaccuracy of a representation or warranty made by Seller), thereto; (ii) any failure by Seller of Sellers (before or after the Closing Date) to perform carry out, perform, satisfy and discharge any of its covenants and covenants, agreements, undertakings, liabilities or obligations set forth in under this Agreement Agreement, the Transaction Documents or in under any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification agreements and instruments delivered by Sellers pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants hereto or obligations set forth herein), thereto; (iii) claims by third parties (including governmental authorities) against the Buyer Indemnified Parties relating to the operation construction, operation, maintenance and ownership by Seller Sellers of the Assets Facility and the use of the items of real or personal property held performance by Seller pursuant to Sellers under the Contracts, in each case under this clause (iii) for the performance by Seller under the Contracts and the conduct of its U.S. Display Business period prior to the Effective Time of Closing, Time; (iv) product warranty claims asserted by customers any of the U.S. Display Business relating matters referenced in Schedules 3.5 and 3.11 attached hereto; (v) any violations of, or failure to products designedoperate the Facility in accordance with, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller necessary permits prior to the Effective Time Time; (vi) failure by Sellers to satisfy and perform any of their obligations herein or under the Transaction Documents after the Closing and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts ("Product Warranty Claims")or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any of the events, circumstances or conditions described in Section 3.14, any pollution or threat to human health or the environment that (A) is related in any way to Sellers' (or any other owner's (including, but not limited to, each of the Real Property Owners) or operator's) management, use, control, ownership or operation of the Facility or Facility Site prior to the Closing, including all on-site and off-site activities involving Hazardous Substances, and (vB) any other liability occurred, existed, arises out of Seller to third parties, other than any Assumed Liability (including without limitation any liability conditions or circumstances that becomesoccurred or existed, or is alleged to have becomewas caused, a in whole or in part, on or before the Closing Date; or any Environmental Claim against the Facility or any Person whose liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger for such Environmental Claim was assumed or successor liability, retained either contractually or otherwise by operation of Law)law; provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(iand (viii) hereof in respect of the representations any and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:all Excluded Liabilities.

Seller’s Indemnity. From and after the Closing, Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.3, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)all Retained Liabilities, (iii) any failure of Seller or Manager to have reported and/or paid any and all taxes assessed or assessable by the City of Dallas, the County of Dallas, the State of Texas or any other governmental authority arising or related in any way to the Hotel for the period prior to the Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any person or any claims by third parties against for any debt or obligations occurring on, or in connection with, the Buyer Indemnified Parties Property or any portion thereof at any time or times prior to Closing (expressly excluding Liabilities (x) for changes to, remediation of, or repairs to the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the operation and ownership by Seller physical condition, structural or environmental condition of the Assets property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, and subject to the use terms of, clause (i) above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the items extent of real such credit theretofore received by Purchaser), (C) any Liabilities consisting of contractual liabilities or personal property held by Seller obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to any document or other written agreement entered into in connection with the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (vD) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any other liability Liabilities incurred in relation to the physical condition of Seller to third parties, other than any Assumed Liability the Property (including without limitation any liability that becomeslimitation, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect environmental condition of the representations Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and warranties made by Seller unless such right conditions of Section 16.2, including, but not limited to Seller’s indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:obligations referenced therein.

Seller’s Indemnity. (a) Seller shall and hereby agrees to indemnify and hold Buyer, Buyer and its Affiliates and their respective officers, directors, managersemployees, members, employees and agents affiliates (collectively, the "each a “Buyer Indemnified Parties"Indemnitee”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesLosses actually incurred by a Buyer Indemnitee, damagesarising out of, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject attributable to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any failure breach by Seller to perform of any covenant or obligation of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), hereunder; (iii) claims by third parties against the Buyer Indemnified Parties any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation and ownership by Seller of the Assets and the use of the items of real Clinical Lab Services Business which are incurred or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business arise prior to 11:59am ET on the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), Date; and (v) any other liability of Seller to third partiesand all actions, other than any Assumed Liability suits, proceedings, demands, assessments, or judgments, costs, and expenses (including without limitation any liability that becomesreasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or is alleged to have becomeotherwise, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the any Buyer Indemnified Parties pursuant to Indemnitee, and shall not have any liability under sub-clause (i) of Section 8.1((a))(i9.02(a) hereof (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties made by set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller unless such right shall not be required to indemnification is asserted by indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the Buyer Indemnified Parties aggregate, in excess of the Purchase Price (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:including claims based on a breach of Fundamental Representations of Seller). -24

Seller’s Indemnity. Section 11.4 of the Agreement is hereby amended to provide in its entirety as follows: Subject to the terms and conditions of the Agreement, Seller hereby agrees to indemnify indemnify, hold harmless and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless defend Purchaser from and againstagainst any loss, liability or damage suffered or incurred by Purchaser and agrees to defend promptly the Buyer Indemnified Parties arising from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (ia) any material breach or inaccuracy of default by the Seller with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) any claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager under Section 16.13 of the representations and warranties made Fairmont Sonoma Mission Inn & Spa Management Agreement with respect to the transfer of Fairmont Sonoma Mission Inn & Spa from the applicable Seller to Purchaser under this Agreement, (c) any amounts owed by Seller Sellers under Section 9.8, (d) any claim raised under the pending litigation disclosed on Schedule 6.8 attached to the Agreement or any litigation arising out of the fire at the Ventana Inn & Spa which occurred after the Effective Date but excluding, in or pursuant any event, the litigation with respect to this Agreement the Omni Austin filed by HCD Austin Corporation as Claimant (it being understood agreed that Seller’s obligations with respect to claims described in and covered by this subsection (id) shall not be subject to the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Minimum Amount limitation set forth in Section 6.4 hereof shall not11.3 of the Agreement), and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in either caseconnection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Sellers in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) 11.4. (collectively, the “Seller’s Indemnity Obligations”). Sellers understand and agree that the foregoing indemnity includes an indemnification for a breach or inaccuracy of a representation or warranty made by Seller)certain claims arising from the indemnitee’s negligence, (ii) any failure by Seller as and to perform any of its covenants and obligations the extent provided herein. Notwithstanding anything set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either caseAgreement, in any way be deemed a waiver of BuyerSeller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with respect to any Seller’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Indemnity Obligations unless prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers end of the U.S. Display Business relating Survival Period (or, with respect to products designedany claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect end of the representations two-year period following the Closing Date) Purchaser notifies the Sellers in writing setting forth specifically and warranties in reasonable detail the claim being made by Seller unless such right with respect to indemnification is asserted the Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of the Sellers with respect to any Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered to the Sellers as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Buyer Indemnified Parties Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (whether b) above or not such Losses have actually been incurredwith respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any claim raised or action filed by written notice the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) above or with respect to Seller within the litigation referenced in subparagraph (d) above for the two-year period following time periods:the Closing Date).

Seller’s Indemnity. The Seller hereby agrees shall be liable to indemnify indemnify, defend and hold Buyer, its Affiliates harmless and their respective officers, directors, managers, members, employees and agents (collectivelyshall keep indemnified, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costspenalties, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to including reasonable attorney’s fees and expenses) (collectively as "Losses"“Damages”), that [actually] incurred by the Buyer Indemnified Parties may at any time suffer or incurresulting from claims, actions, demands, or become subject toassessments, as a result [directly] by reason of or in connection with (i) any breach or inaccuracy of any [Seller’s Warranties] or covenant of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth contained in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Ancillary Agreements. [The Seller shall not be required to indemnify liable for any consequential, indirect or remote losses or damages.] For the purposes of this Clause, the Buyer Indemnified Parties pursuant shall invoke its rights to Section 8.1((a))(i) hereof be indemnified under the applicable periods set out in Clause 11 and not thereafter. It is further clarified that the Buyer shall not have any right to make any claim in respect of Seller’s Warranties after the representations and warranties made by Seller unless such right to indemnification expiry of applicable periods set out in Clause 11. Notwithstanding any contrary provision, as long as the claim is asserted by the Buyer Indemnified Parties in accordance with this Clause 12 on a timely basis, the claim shall continue to be valid and assertable even though the survival period may subsequently expire before the claim is resolved. On receipt of any notice of the assertion of any claim from the Buyer, which would entitle the Buyer to claim indemnification from the Seller under this Clause 12, the Buyer shall within thirty (whether or not such Losses have actually been incurred30) by days thereof provide a written notice of the same to the Seller along with all the relevant documents available with it in respect of the said claim specifying the claim, the amount claimed by the third party and the date on which the claim arose. [The Seller shall be entitled to, but not obliged to, participate in and control the defence or disposition of any such Proceeding at its own expense. If the Seller elects to control the defence of any such Proceeding, the Buyer shall render all necessary assistance including access to personnel and to all relevant documents and records that it possesses or controls to the extent necessary for the purposes of investigating the matter and enabling the Seller to take the action referred to in this Clause and the Seller shall be entitled to take copies of the documents and records. If the Seller takes control of the defence of any such Proceeding, it shall be deemed that the claim in respect of which such Proceeding has been filed, falls within the following time periods:scope of this indemnity Clause and the Seller shall indemnify the Buyer.] The Buyer shall give information and assistance that the Seller may reasonably request, at the cost of the Seller, to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against the third party the Seller’s right in relation to the matter and in connection with proceedings related to the matter, use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. Save and except a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), no claim which is of a value of Rs. [●] or less shall be made by the Buyer against the Seller. No claims shall be made by the Buyer against the Seller, until the aggregate of all claims and/or series of related claims against the Seller exceeds Rs. [●] (Rupees [●] only) in which case the aggregate of all such claims, including claims of less than Rs. [●] (except Schedule [●] Claims, each claim shall individually value Rs. [●] (Rupees [●] only) or more), shall be recoverable. For clarity, the minimum threshold of Rs. [●] shall not apply to a Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, the entire liability of the Seller whether the claim is made under this Agreement and/or under any of the Ancillary Agreements or under equity/Law shall not be more than Rs. [●].] Notwithstanding what is set out under Clauses 12.1 to 12.5 hereinabove, the Seller shall indemnify and keep indemnified, and shall defend and hold the Buyer harmless from and against, and shall reimburse, to the full extent, the Buyer in relation to the claims or losses incurred or suffered by the Buyer arising out of or in relation to the Refund Assets.

Seller’s Indemnity. Seller hereby agrees to The Sellers will jointly and severally indemnify and hold Buyerharmless the Buyer against, its Affiliates and their respective officersreimburse the Buyer on demand for, directorsany liability, managersdamage, membersloss, employees obligation, demand, judgment, fine, penalty, cost or expense (including reasonable attorneys' fees and agents expenses, and the costs of investigation incurred in defending against or settling such liability, damage, loss, cost or expense or claim therefor and any amounts paid in settlement thereof) imposed on or reasonably incurred by the Buyer as a result of (i) any misrepresentation or breach of any representation or warranty of the Sellers under this Agreement; and (ii) any breach of any agreement, obligation or covenant set forth herein on the part of the Sellers under this Agreement, (iii) any liabilities, deficiencies or obligations resulting from the failure of the Company or the Sellers to pay any Taxes relating to any period prior to the Closing, including any obligations of Buyer imposed by Section 338(h)(10) of the Code or the treasury regulations promulgated thereunder, and (iv) any liabilities of the Company whether accrued, absolute, contingent or otherwise that have been incurred for any period prior to the Closing Date that are not disclosed on the Financial Statements, provided, however, that any such liability may be offset by amounts of such liability billed to, and collected within ninety (90) days of such billing from, a customer (collectively, the "Buyer Indemnified PartiesBuyer's Damages") harmless from and against). "Buyer's Damages" as used herein is not limited to matters asserted by third parties, and agrees to defend promptly but includes damages incurred or sustained by the Buyer Indemnified Parties from and to reimburse in the absence of claims by a third party. Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that shall have the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant set off any Buyer's Damages incurred against any amounts due from Buyer to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in Sellers under this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:otherwise.

Seller’s Indemnity. (a) Seller hereby agrees to indemnify and hold Buyer, its Affiliates the Company and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Company and Buyer Indemnified Parties from and to reimburse the Company and Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that either Buyer or the Buyer Indemnified Parties Company may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Agreement, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (iiiii) any waiver by Buyer of the condition to Closing those matters set forth in Section 6.1 hereof shall notExhibit 8.1 attached hereto, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of extent such matters are not reserved against on the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law)Final Balance Sheet; provided, however, that Seller shall not be required to indemnify Buyer or the Buyer Indemnified Parties Company pursuant to Section 8.1((a))(i8.1(a)(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within two years of the following Closing Date (or, in the case of the representations and warranties set forth (x) in Section 3.4 hereof, without time periods:limitation, (y) in Sections 3.20 and 3.21 hereof, the applicable statute of limitations with respect to such tax and ERISA matters or (z) in Section 3.26 hereof, within five years of the Closing Date) describing with specificity the facts giving rise to the asserted right; and provided, further, that Seller shall not be required to indemnify Buyer or the Company pursuant to Section 8.1(a)(1) in respect of the representations and warranties made by Seller unless and until the amount of all Losses for which indemnification is sought hereunder first exceeds $250,000, in which event all Losses shall be subject to indemnification. Seller's aggregate obligations pursuant to this Section 8.1(a) shall in no event exceed the Final Purchase Price.

Seller’s Indemnity. Seller hereby agrees to shall indemnify and defend Purchaser (and Purchaser's affiliates) and hold BuyerPurchaser (and Purchaser's affiliates) harmless from and against any claims, its Affiliates demands, causes of action, debts, liabilities, judgments, losses, damages and their respective officersexpenses, directors, managers, members, employees and agents attorneys' fees and court costs (collectively, the "Buyer Indemnified PartiesClaims") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, incurred by Purchaser (or any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of Purchaser's affiliates) on account of (a) Claims by persons or entities other than Purchaser (or any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of Purchaser's affiliates) arising out of or in connection with the ownership, operation or maintenance of the Property by Seller (or any of Seller's affiliates or tenants), or any fact, circumstance or event which occurred, prior to the Closing Date; and (b) Claims resulting from or arising directly or indirectly, in whole or in part, out of the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement. However, the obligations of Seller hereunder do not apply to, and Seller is not liable to Purchaser (or any of Purchaser's affiliates) in respect of, any Claim to the extent resulting from or arising directly or indirectly, in whole or in part out of: (i) Western's right to use and occupy the Property under the Lease (or any breach agreement or inaccuracy of arrangement in substitution therefor or replacement thereof) at any of time prior to the representations and warranties made by Seller in Closing Date, or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) the breach of any waiver by Buyer representation, warranty, covenant or agreement of the condition Seller contained in this Agreement, if prior to Closing set forth in Section 6.4 hereof shall notClosing, in either case, in any way be deemed a waiver Purchaser had knowledge of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a such breach or inaccuracy if Seller disclosed the existence of a representation or warranty made by Seller), (ii) any failure by Seller such breach to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties Purchaser pursuant to Section 8.1((a))(i) hereof in respect 13 of this Agreement, and Purchaser chose, with such knowledge, to close the transactions contemplated by this Agreement. The indemnities herein shall survive the Closing and delivery of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Statutory Warranty Deed.

Seller’s Indemnity. Seller hereby agrees to indemnify Purchaser and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer other Purchaser Indemnified Parties") harmless from and Parties against, and agrees to defend promptly hold Purchaser and the Buyer other Purchaser Indemnified Parties from and to reimburse the Buyer Indemnified Parties forharmless from, any and all claims, demands, causes of action, losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that including reasonable attorneys' fees and disbursements) asserted against or incurred by Purchaser or any of the Buyer other Purchaser Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with or arising out of (i) any breach acts or inaccuracy omissions of Seller or Seller's Representatives, or other matters or occurrences that take place before the Closing and relate to the ownership, maintenance or operation of the Unit that could not be discoverable by a prospective purchaser in the prudent conduct of due diligence in connection with a transaction such as the one contemplated hereby (except to the extent caused by Purchaser's veto of any matter that is submitted to Purchaser as a Purchaser Consent Action) including all losses, costs, damages and expenses incurred by Purchaser and the other Purchaser Indemnified Parties arising from audits performed by current or former tenants of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties Unit relating to the operation escalations and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed pass-throughs charged by Seller prior to the Effective Time Closing, (ii) a breach of Closing ("Product Warranty Claims")any material representation, and (v) any other liability warranty or covenant of Seller contained in this Agreement or (iii) the breach of any material representation, warranty or covenant of Seller, as purchaser, contained in the Unit Two Contract. Seller's obligations under this SECTION 19(a) shall survive the Closing for a period of one (1) year. Notwithstanding the foregoing, if a Breach Claim related to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties representation made by Seller unless under this Agreement had been commenced prior to the expiration of the such right one (1) year period and is still pending on such date, Seller's obligations with respect solely to indemnification is asserted by the Buyer Indemnified Parties (whether or not representation underlying the Breach Claim shall survive the Closing until the expiration of the Net Worth Retention Period applicable to such Losses have actually been incurred) by written notice to Seller within the following time periods:Breach Claim.

Seller’s Indemnity. Seller hereby agrees to protect and will, defend, indemnify and hold harmless Buyer and Buyer, its Affiliates and their respective officers, directors, managers, ’s members, employees agents, attorneys, contractors, agents, successors, assigns and agents representatives (collectively, the "Buyer Indemnified “Buyer’s Parties"”) harmless from against and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, in respect of any and all debts, liabilities, obligations, losses, damages, deficiencies, costs, diminution payments, penalties, fines, amounts paid in value, expenses, liabilities, obligations and claims of any kind, settlement or other expenses (including, without limitation, interest which may be imposed therewith and the reasonable attorneys’ fees and other expenses of investigation and legal costs and expenses counsel) (hereinafter collectively referred to collectively as "“Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with ”) resulting from: (i) any misrepresentation or breach or inaccuracy of any representation, warranty, covenant, agreement or obligation by and of the representations Seller made in this Agreement (including, without limitation, all Exhibits and warranties made by Seller in or pursuant Schedules to this Agreement (it being understood that (iand all other documents delivered by Seller under this Agreement) the "except for" clause or as provided in Section 6.4 hereof and this Agreement; (ii) any waiver claims, proceedings, actions or investigations made or brought by Buyer third parties based on or arising from acts, omissions or the existence of facts relating to the condition Seller, the Assets sold and transferred and the Assumed Liabilities assumed or Seller’s conduct of Seller’s Business occurring prior to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver the Closing; or (iii) the failure of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform or discharge when due any of its covenants and their obligations set forth in under this Agreement including, without limitation, the removal, termination or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) discharge of all Liens and the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer timely satisfaction of the condition to Closing set forth Retained Liabilities. Provided however, and notwithstanding anything contained in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating foregoing to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contractscontrary, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified and Buyer’s Parties pursuant from or against any Losses arising from Buyer’s or Buyer’s Parties’ negligent or willful acts or omissions to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:act.

Seller’s Indemnity. From and after the Closing, Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.3, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)all Retained Liabilities, (iii) any failure of Seller or Manager to have reported and/or paid any and all taxes assessed or assessable by the City of Arlington, the County of Arlington, the State of Virginia or any other governmental authority arising or related in any way to the Hotel for the period prior to the Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any person or any claims by third parties against for any debt or obligations occurring on, or in connection with, the Buyer Indemnified Parties Property or any portion thereof at any time or times prior to Closing (expressly excluding Liabilities (x) for changes to, remediation of, or repairs to the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the operation physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, and ownership subject to the terms of, clause (i) above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to any document or other written agreement entered into in connection with the Closing, and (D) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any Liabilities incurred in relation to the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and conditions of Section 15.2, including, but not limited to Seller’s indemnification obligations referenced therein. Any amounts paid under this Section 5.4(b) shall not be duplicative of any other amounts paid by Seller of the Assets and the use of the items of real or personal property held by Seller to Purchaser pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:terms hereof.

Seller’s Indemnity. After the Closing Date, Seller hereby agrees to shall be responsible for and shall indemnify and hold Buyerharmless Purchaser, its Affiliates the Company and their respective officers, directors, managers, members, employees each Subsidiary from and agents against any and all Losses (collectively, “Tax Losses”) arising from or relating to (i) all Taxes and Tax-related fees (including Taxes and Tax-related fees resulting from the "Buyer Indemnified Parties"deemed sales of assets of a Subsidiary) harmless from for (A) any taxable periods ending on or before the Closing Date and against(B) the portion of any taxable periods ending at the close of business on the Closing Date, in excess, in each case, of the amount specifically accrued as a reserve for such Tax as of the Closing Date (and agrees to defend promptly which is listed as a liability on the Buyer Indemnified Parties from and to reimburse accounts of the Buyer Indemnified Parties for, Company or any Subsidiary as of the Closing Date); (ii) any and all losses, damages, costs, diminution Tax Liability arising by reason of the Company being severally liable for any Taxes of another Person pursuant to Treasury Regulation section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision of Law) with respect to any taxable period ending on or before the Closing Date and which is in value, expenses, liabilities, obligations and claims excess of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, amount specifically accrued as a result reserve for such Taxes as of or in connection with the Closing Date; (iiii) any breach or inaccuracy the failure of any of the representations and warranties made contained in Section 3.08 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); and (iv) the failure by Seller in or pursuant any Subsidiary to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof timely pay any and (ii) any waiver all Taxes required to be borne by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Seller pursuant to this Section 8.1(a)(i) for 12.01. Notwithstanding anything to the contrary contained in this Agreement, no amounts of indemnity shall be payable as a breach or inaccuracy result of any claim arising under this Section 12.01 unless the Indemnified Party has given the Indemnifying Party a representation or warranty made by Seller)notice with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, (iiA) any failure by Seller to perform any of its covenants as soon as practical following the time at which the Indemnified Party discovered such claim and obligations set forth in this Agreement or (B) in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business event prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of date three years after the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Date.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "indemnifies Buyer Indemnified Parties") harmless from and against, against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costs, diminution in value, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) any breach ownership or inaccuracy of any operation of the representations Branches or their respective business and warranties made properties prior to Closing, but excluding all Liabilities assumed by Seller in or Buyer pursuant to this Agreement (it being understood that (i) and any damage, loss, liability or expense resulting from actions taken by Seller at the "except for" clause in Section 6.4 hereof written direction of Buyer; and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants all Non-Assumed Liabilities and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating any misrepresentation or breach of warranty covenant or agreement made, contained in or to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance be performed by Seller under the Contracts and the conduct of its U.S. Display Business prior this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Section 11.4. Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) hereof of any claim, litigation or proceeding in respect of the representations and warranties made by Seller unless such right which indemnity may be sought hereunder. Buyer agrees to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written give prompt notice to Seller within of the following time periods:assertion of any claim, or the commencement of any suit, action or proceeding in respect of that indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, harmless Purchaser and its Affiliates and their respective officers, directors, managers, partners, shareholders, members, employees employees, contractors, attorneys, representatives, successors, and agents assigns (the “Purchaser Indemnitees”) from and against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, terms of this Agreement or any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its the covenants or obligations set forth herein)contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement, (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that the indemnification obligations of Seller for Damages relating to a breach of representations, warranties or covenants in this Agreement or any ancillary document or instrument shall not be required subject to a cap equal to the Purchase Price. In addition, Seller will indemnify and hold harmless the Buyer Indemnified Parties Purchaser Indemnitees for any Damages to which the Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach by the operation of Seller before Closing and/or any use of the Assets before Closing; (ii) any fraud or intentional misrepresentation of Seller, (iii) any and all taxes, fines, interest and/or penalties of Seller for all taxable periods ending on or before Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by contract or pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right any law, rule, or regulation, which taxes relate to indemnification is asserted by the Buyer Indemnified Parties (whether an event or not such Losses have actually been incurred) by written notice to Seller within the following time periods:transaction occurring before or on Closing.

Seller’s Indemnity. Seller (a) Each of the Sellers (collectively, the "Indemnifying Parties") hereby jointly and severally agrees to indemnify and hold Buyerthe Buyer and the Xxxx Group entities, its Affiliates their officers, directors and shareholders and their respective officerssuccessors and permitted assigns (each, directorsan "Indemnified Party"), managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and obligations, claims of any kind, including, without limitation, reasonable attorneys’ ' fees and other legal costs and expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), that the Buyer any Indemnified Parties Party may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller the Sellers in or pursuant to this Agreement (it being understood that (i) the "except for" clause other than those contained in Section 6.4 hereof 3.19(c), (d), (e), (f), (k) and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Sellerl), ; (ii) any failure of the Sellers to (or to cause any of the Company or its Subsidiaries to) carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by Seller the Company, its Subsidiaries, the Sellers pursuant to perform this Agreement; (iii) the Retained Liabilities; (iv) the fees and obligations described on Schedule 3.25; (v) environmental-related Losses to the extent arising from the operation of the business or ownership of the Real Property or Assets by the Company or any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Subsidiaries prior to the Effective Time of ClosingClosing Date, including, without limitation, those matters listed on Schedule 8.02(a)(v); (ivvi) product warranty claims asserted by customers of Losses arising from the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"matters set forth on Schedule 8.02(a)(vi), ; and (vvii) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of LawLosses arising from the matters set forth on Schedule 8.02(a)(vii); provided, however, that Seller the Indemnifying Parties shall not be required to indemnify and hold the Buyer Indemnified Parties harmless (A) pursuant to Section 8.1((a))(i8.02(a)(i) hereof in respect of the representations and warranties made by Seller or (ii) unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such the Losses have actually been incurred) by written notice to Seller the Indemnifying Parties within 18 months of the following Effective Time describing with specificity the facts giving rise to the asserted right (unless such right is asserted pursuant to the representations, warranties, covenants or obligations made in (x) Section 3.27 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time, (y) Section 3.26 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) prior to 90 days after the expiration of the applicable statute of limitations relating to any Tax, or (z) Section 3.04 and Section 3.07(b) in which event there shall be no time periods:limitation on when each right is asserted) or (B) pursuant to Section 8.02(a)(v) or (vi) unless such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time of Closing; provided, further, that the Indemnifying Parties shall not be required to indemnify the Indemnified Parties under Section 8.02(a)(i) or (ii) unless and until the amount of all Losses for which indemnification is sought with respect to Sections 8.02(a)(i) and (ii) hereof shall exceed $500,000, and, thereafter, the Indemnifying Parties shall indemnify the Indemnified Parties for all additional Losses in excess of $500,000 with respect to Sections 8.02(a)(i) and (ii); provided, further, however, that no Indemnifying Party shall have any obligation to indemnify the Indemnified Parties under Section 8.02(a)(i), (ii), (v), (vi), or (vii) for any Losses that, when added to all Losses for which indemnification is sought pursuant to Section 8.02(a)(i), 8.02(a)(ii), 8.02(a)(v), 8.02(a)(vi) and 8.02(a)(vii) of this Agreement, exceed $20,000,000 (except that any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties or covenants made by Sellers in Section 3.04 or 3.07(b) shall be indemnifiable without regard to the $500,000 and $20,000,000 limits and any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties, covenants or obligations made by Sellers in Section 3.26, 3.27, 8.02(a)(v), 8.02(a)(vi) or (vii), shall be indemnifiable without regard to the $500,000 limit but shall be subject to the $20,000,000 limit).

Seller’s Indemnity. Seller hereby agrees to shall be financially responsible for and shall defend, indemnify and hold Buyer harmless from the following claims (the “Seller's Indemnifiable Claims”): (i) all returned Licensed Products received by Seller prior to March 31, 2007 which were sold and delivered by Seller prior to the Effective Date, (ii) chargeback claims and related administrative service fees for Licensed Products sold by Seller prior to the Effective Date, (iii) customer, supplier, vendor and manufacturer claims that arose prior to the Effective Date and received no later than one (1) year from the Effective Date, (iv) claims received within one (1) year of the Effective Date for indemnification under Section 14 of the License Agreement arising out of alleged defects in Licensed Products sold by Seller or its distributors, (v) claims by third parties relating to the execution of this Agreement and the transactions contemplated hereby, and (vi) claims and liabilities arising from Seller’s actions prior to the Effective Date under or in respect of the Assigned Agreements defined below regardless of when such claims and liabilities accrue. Buyer shall afford Seller the opportuntity to defend at Seller’s cost, all such claims, with counsel reasonably acceptable to Buyer, its Affiliates and their respective officerswill not settle or conmprise any such claims without Seller's prior written consent, directors, managers, members, employees which consent will not be unreasonably withheld. Seller shall pay all Seller’s Indemnifiable Claims promptly upon the receipt of a written invoice for the same and agents (collectively, the "Buyer Indemnified Parties") harmless from shall pay all costs and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred attorney’s fees, arising from or related to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy defense of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of BuyerSeller’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Indemnifiable Claim.

Seller’s Indemnity. Subject to the occurrence of the Closing, each Seller hereby agrees to indemnify shall indemnify, protect, defend and hold Buyerharmless Buyer and its respective owners, its Affiliates and their respective officers, directors, managers, memberspartners, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and againstagainst (i) subject to the limitations set forth in Sections 10.4 and 13.12, and agrees Claims relating to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims such Seller’s breach of any kindof its representations, Confidential Treatment Requested by CNL Lifestyle Properties, Inc. warranties or covenants hereunder, (ii) Claims brought by a third party against Buyer or such other indemnified Persons relating to the ownership, use, maintenance or operation of the applicable Property and accruing prior to the Closing Date, including, without limitation, reasonable attorneys’ fees relating to the Ground Leases, the Leases, the Management Agreements, the Master Management Agreement, the Equipment Leases, the Membership Documents, Environmental Laws, the Permitted Exceptions, Licenses and other legal costs and expenses Permits (hereinafter referred to collectively as "Losses"including Liquor Licenses), that and Water Rights, and employees and those litigation matters disclosed on Schedule 10.1(j), and/or (iii) Claims under or arising from the Buyer Indemnified Parties may at Contracts and/or Ground Leases, except for Claims under the Approved Contracts and/or Ground Leases and accruing from and after the Closing; provided, however, the foregoing indemnification obligation applies only to Claims accruing prior to Closing, but does not apply to any time suffer or incurClaims (a) with respect to any CLP Leased Properties where the applicable Tenant is required to indemnify Landlord for such Claim pursuant to the applicable Lease, or become subject to(b) to the extent such Claims result from any act or omission of Buyer or any agent, as employee, representative or contractor thereof. As a result of or in connection with (i) any breach or inaccuracy of any of the representations material inducement and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Buyer entering into this Agreement, CNL Lifestyle Properties, Inc., a Maryland corporation (“CLP”) shall guaranty to Buyer, for a period not to exceed the Survival Period, and subject to the limitations set forth in Section 6.4 hereof shall notSections 10.4 and 13.12, in either case, in any way be deemed a waiver the Sellers’ performance of Buyer’s right to Sellers’ indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood Agreement. CLP and Sellers hereby acknowledge that (i) CLP is an Affiliate of Sellers and that CLP shall benefit from the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth transactions contemplated herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:.

Seller’s Indemnity. Seller hereby agrees to Sellers shall, jointly and severally, indemnify Buyer and hold Buyer, its Affiliates the Company and each of their respective officers, directors, managersemployees, membersagents, employees representatives, affiliates, successors and agents permitted assigns (collectively, the "“Buyer Indemnified Parties"”) and hold each of them harmless from and against, against and agrees to defend promptly the pay on behalf of or reimburse such Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims respect of any kindloss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action, fee, cost or expense of any kind or nature whatsoever, whether or not arising out of third party claims and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and other legal expenses, court costs and expenses all amounts paid in investigation, defense or settlement of any of the foregoing) (hereinafter referred to collectively as "collectively, “Losses")” and individually, that the Buyer Indemnified Parties may at any time suffer a “Loss”) arising from or incur, or become subject related to, as a result of or in connection with : (i) any misrepresentation or the breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)the Company or any Seller contained in this Agreement, or any Schedule hereto or any certificate delivered by the Company or any Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of any failure covenant or agreement made by the Company or the any Seller to perform any of its covenants and obligations set forth contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) connection with the "material" qualifiers in Section 6.1 hereof and (ii) any waiver transactions contemplated by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; (iii) claims the operations of Company or the ownership, use, occupancy or operation of any asset owned by third parties against the Buyer Indemnified Parties Company prior to the Closing Date, including, but not limited to, the employment of any Person, personal injury claims, breach of contract and the failure to comply with any Law and any liabilities or obligations arising under any Environmental Laws; or (iv) any Taxes relating to the operation and ownership by Seller transfer of the Assets and Company’s 2014 Dodge Ram standard cab pickup from the use of Company to Sellers, whether assessed prior to, on or after the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Date.

Seller’s Indemnity. Seller hereby agrees and each of the Shareholders severally and not jointly (not exceeding the product of the respective person’s percentage of the Stock Consideration set forth on Exhibit A multiplied by the Indemnification Cap) agree to indemnify and hold Buyer, harmless Purchaser and its Affiliates and their respective officers, directors, managers, partners, shareholders, members, employees employees, contractors, attorneys, representatives, successors, and agents assigns (the “Purchaser Indemnitees”) from and against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, terms of this Agreement or any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its the covenants or obligations set forth herein)contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement. In addition, Seller will indemnify and hold harmless the Purchaser Indemnitees for any Damages to which the Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach by the operation of Seller before Closing and/or any use of the Assets before Closing; (ii) any fraud or intentional misrepresentation of Seller, (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation any and ownership by all taxes, fines, interest and/or penalties of Seller of the Assets and the use of the items of real for all taxable periods ending on or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of before Closing, ; (iv) product warranty claims asserted any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by customers of the U.S. Display Business relating contract or pursuant to products designedany law, manufacturedrule, constructedor regulation, distributed, sold, leased, supported which taxes relate to an event or installed by Seller transaction occurring before or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and on Closing; or (v) any other liability of Seller and all taxes, fines, interest and/or penalties for failure to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged pay taxes imposed on the Purchaser Indemnitees related to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect tax treatment of the representations and warranties made by Seller unless such right to indemnification is asserted by purchase of the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Assets.

Seller’s Indemnity. (i) From and after the Closing, each Seller hereby agrees shall, severally and not jointly, and in proportion to their relative ownership of Purchased Shares, indemnify and hold defend Buyer, and each of its Affiliates successors and their respective assigns, officers, directors, managersemployees, membersadvisors, employees and agents affiliates (as applicable, the “Buyer Indemnified Party”), and hold each of them harmless from and against any and all claims, judgments, proceedings, actions, suits, investigations, liabilities, losses, reasonable costs (including the reasonable fees and disbursements of attorneys), expenses and damages, including without limitation under federal or provincial or state securities laws, but excluding any incidental, consequential or punitive damages, (collectively, the "Buyer Indemnified Parties"“Damages”) harmless from and againstdirectly or indirectly based on, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result arising out of or in connection with relating to: (iA) any breach of or inaccuracy of in any representation or warranty of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Company set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), Agreement; (iiB) any failure by Seller to perform breach of any covenant or agreement of its covenants and obligations the Company set forth in this Agreement or any of the other agreements, certificates and instruments delivered or required to be delivered hereunder or in connection with the transactions contemplated by this Agreement to be performed at or prior to the Closing; (C) any liability of the Company that accrues after the Closing Date for Taxes for all periods ending on or before the Closing Date (the “Pre-Closing Periods”), including, but not limited to Taxes for a Pre-Closing Period arising as a result of any federal or provincial governmental action, including any audit, assessment or reassessment of the Company before or after the Closing Date; and (D) any liability of the Company as a result of any federal or provincial governmental action, including any audit, assessment or reassessment in respect of the SRED Claim (as such term is defined in Section 2(g)) (collectively, “Buyer Indemnity Claims”). In addition, each of the Sellers individually agrees to indemnify and defend the Buyer Indemnified Parties, and hold each of them harmless from and against any and all Damages directly or indirectly based on, arising out of or relating to any breach or inaccuracy in any agreement, document representation or instrument delivered pursuant hereto (it being understood warranty of that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing Seller set forth in Section 6.1 hereof shall not, in either case, in 4 of this Agreement or with respect to any way be deemed a waiver breach of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure covenant of and by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by that Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:this Agreement.

Seller’s Indemnity. (a) From and after the Closing, Seller hereby agrees to shall protect, defend, indemnify and hold Buyer, its Affiliates Purchaser and their respective Purchaser’s officers, directors, managersshareholders, affiliates, partners, members, employees parents, subsidiaries, successors and agents assigns (collectively, the "Buyer “Purchaser Indemnified Parties") ”), free and harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with against (i) any breach and all third party Losses for personal injury or inaccuracy of any of death and property damage to the representations extent related to the Hotel and warranties made by Seller in or pursuant also accruing prior to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Closing, (ii) any failure by Seller Losses to perform any the extent arising from (A) a breach of its Seller’s Representations, and (B) a breach of Seller’s covenants and obligations set forth in this Agreement Sections 12.1(a)(ii, iii, and iv) (except to the extent that Purchaser has knowledge or information of an inaccuracy or breach of representation, warranty or covenant as provided in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in last sentence of the last paragraph of Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"nonetheless Closes), and (viii) any Losses to the extent arising from or related to any wages, vested vacation and sick time, vested retirement benefits and all other employee costs with respect to individuals who work at the Hotel relating to the time period prior the Apportionment Time (except to the extent apportioned) (collectively, “Purchaser’s Claims”). Notwithstanding anything in this Agreement to the contrary, (x) Seller’s Property Representations and the indemnity set forth in subsentence (ii) above with respect to Seller’s Property Representations and the covenants referenced therein shall survive for 12 months after the Closing Date and (y) any other liability of Seller to third parties, Seller’s Representations (other than Seller’s Property Representations) and the indemnity set forth in subsentence (ii) above with respect to same shall survive for 36 months after the Closing Date (each of such 12 and 36 months periods, as applicable, a “Survival Period”). Each of (x) Seller’s Property Representations and the indemnity set forth in subsentence (ii) above with respect to Seller’s Property Representations and the covenants referenced therein and (y) any Assumed Liability other of Seller’s Representations (including without limitation any other than Seller’s Property Representations) and the indemnity set forth in subsentence (ii) above with respect to same, shall automatically be null and void and of no further force and effect on the expiration date of the applicable Survival Period unless, on or before such expiration date, Purchaser shall have provided notice to Seller pursuant to Article 15 hereof alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have suffered actual damages as a result thereof. Purchaser shall then have 30 days following delivery of such notice to commence a legal proceeding against Seller. If Purchaser has not commenced a legal proceeding against Seller within such 30-day period following delivery of notice, then such representations and indemnity shall be null and void and Seller’s obligations under this Section 17.5.2 with respect to such representations and indemnity shall terminate. The maximum aggregate amount of liability that becomes, or is alleged to Seller shall have become, a liability of Buyer under any applicable bulk sales lawcircumstance under this Agreement for any claim or Loss (singularly or in aggregate of all claims and Losses) for a breach of Seller’s Representations and the indemnity obligation set forth in subsentence (ii) shall not exceed, under any doctrine of de facto merger or successor liabilityin the aggregate, or otherwise by operation of Law$3,000,000.00 (the “Damage Cap”); provided, however, that Seller Purchaser shall not be required to indemnify have the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification assert a claim under this Section 17.5.2(a) for a breach of Seller’s Representations or the indemnity obligation set forth in subsentence (ii) unless the Loss to Purchaser on account of such breach (individually or when combined with Losses from other breaches) equals or exceeds $600,000 (the “Threshold”), in which event Purchaser may assert claims for the full amount of such Loss (including the initial $600,000 of Loss incurred prior to reaching the Threshold), but in no event to exceed the Damage Cap. Notwithstanding the foregoing, to the extent that the Hotel maintains insurance with respect to a matter that would be a Purchaser Claim, Purchaser shall first seek recovery from such insurance (and not from Seller) and only the amounts not so covered by insurance shall count toward the $600,000 Threshold; provided, that the determination as to whether a matter that would be a Purchaser Claim is asserted covered by insurance maintained by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Hotel shall be made in Purchaser’s reasonable discretion.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "indemnifies Buyer Indemnified Parties") harmless from and against, against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costs, diminution in value, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation, attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) any breach ownership or inaccuracy of any operation of the representations Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and warranties made any damage, loss, liability or expense resulting from actions taken by Seller in at the written direction of Buyer or pursuant to the terms of this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Agreement, (ii) any failure by Seller to perform any of its covenants all Non-Assumed Liabilities, and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating any misrepresentation or breach of warranty, covenant or agreement made, contained in or to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held be performed by Seller pursuant to the Contractsthis Agreement. Any direct claim by Buyer against Seller, the performance as distinguished from a claim against Buyer by Seller under the Contracts and the conduct of its U.S. Display Business prior a third party, shall be settled by arbitration pursuant to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Section 11.4. Seller shall not be required liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with respect to indemnify the which indemnity may be sought hereunder. Buyer Indemnified Parties pursuant agrees to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written give prompt notice to Seller within of the following time periods:assertion of any claim, or the commencement of any suit, action or proceeding with respect to which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3

Seller’s Indemnity. Upon closing of the transactions contemplated herein, Seller hereby agrees to indemnify and hold Buyer, its Affiliates Affiliates, successors and assigns and their respective officers, directors, managers, members, employees and agents representatives (collectively, the "Buyer Indemnified PartiesBuyer's Indemnitees") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties Buyer's Indemnitees from and to reimburse the Buyer Indemnified Parties Buyer's Indemnitees for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as collectively, the "Losses"), that the Buyer Indemnified Parties Buyer's Indemnitees may at any time suffer or incur, or become subject to, as a result of arising, directly or indirectly from, or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause or any instrument or document executed by Seller in Section 6.4 hereof and connection with or as a result of this Agreement; (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform of any covenant or obligation of its covenants and obligations set forth Seller in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; (iii) claims any claim by third parties against the Buyer Indemnified Parties relating any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to the operation and ownership have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the Assets and the use of the items of real or personal property held transactions contemplated by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, this Agreement; (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any which is not an Assumed Liability (including without limitation any liability of Seller that becomes, or is alleged to have become, becomes a liability of Buyer by operation of law under any applicable bulk sales lawtransfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of Lawotherwise); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i(v) hereof any liability in respect of any Taxes relating to the Purchased Assets attributable to any period beginning before and ending on the Closing Date; and (vi) the Retained Liabilities (hereinafter referred to collectively as "Claims"); PROVIDED, HOWEVER, that Buyer's Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under SECTION 9.01(a) hereof only if Buyer has notified Seller of such Claims within one (1) year of the Closing Date, except the time limitation with respect to the representations set forth in SECTIONS 3.07 and warranties made by Seller unless such right 3.09 shall be upon expiration of the applicable statute of limitations with respect to indemnification is asserted by the Buyer Indemnified Parties (whether tax or not such Losses have actually been incurred) by written notice environmental matters giving rise to Seller within the following time periods:a claim thereunder.

Seller’s Indemnity. Section 11.4 of the Agreement is hereby amended to provide in its entirety as follows: Subject to the terms and conditions of the Agreement, Seller hereby agrees to indemnify indemnify, hold harmless and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless defend Purchaser from and againstagainst any loss, liability or damage suffered or incurred by Purchaser and agrees to defend promptly the Buyer Indemnified Parties arising from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (ia) any material breach or inaccuracy of default by the Seller with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) any claim raised or action filed by the Manager under Section 16.13 of the representations and warranties made Management Agreement with respect to the transfer of the Asset from Seller to Purchaser under this Agreement, (c) any amounts owed by Seller in or pursuant Sellers under Section 9.8, (d) any claim raised under the pending litigation disclosed on Schedule 6.8 attached to this the Agreement (it being understood agreed that Seller’s obligations with respect to claims described in and covered by this subsection (id) shall not be subject to the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Minimum Amount limitation set forth in Section 6.4 hereof shall not11.3 of the Agreement), and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in either caseconnection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Sellers in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) 11.4. (collectively, the “Seller’s Indemnity Obligations”). Seller understands and agrees that the foregoing indemnity includes an indemnification for a breach or inaccuracy of a representation or warranty made by Seller)certain claims arising from the indemnitee’s negligence, (ii) any failure by Seller as and to perform any of its covenants and obligations the extent provided herein. Notwithstanding anything set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either caseAgreement, in any way be deemed a waiver of BuyerSeller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with respect to any Seller’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Indemnity Obligations unless prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers end of the U.S. Display Business relating Survival Period (or, with respect to products designedany claim raised or action filed by the Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect end of the representations two-year period following the Closing Date) Purchaser notifies the Sellers in writing setting forth specifically and warranties in reasonable detail the claim being made by Seller unless such right with respect to indemnification is asserted the Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of the Sellers with respect to any Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered to the Sellers as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Buyer Indemnified Parties Manager as referenced in subparagraph (whether b) above or not such Losses have actually been incurredwith respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any claim raised or action filed by written notice the Manager as referenced in subparagraph (b) above or with respect to Seller within the litigation referenced in subparagraph (d) above for the two-year period following time periods:the Closing Date).

Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller hereby agrees to indemnify indemnify, defend and hold Buyer, Buyer and its Affiliates and their respective officers, directors, managerspartners, members, employees managers, agents, employees, attorneys, affiliates, heirs, successors and agents assigns (collectively, the "Buyer “Buyer’s Indemnified Parties"”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesliabilities, liens, claims, damages, costs, diminution in value, expenses, liabilities, obligations suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and claims of any kindall expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result arising out of or in connection with (i) any breach way connected or inaccuracy of any of the representations and warranties made by Seller in or pursuant related to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer ownership, maintenance, or operation of the condition Property accruing prior to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Closing, (ii) any failure breach or nonperformance by Seller to perform of any of its covenants and obligations set forth provision or covenant contained in this Agreement or in any agreement, certificate or other instrument or document furnished (or instrument delivered pursuant hereto (it being understood that (ito be furnished) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller with respect to perform any of its covenants or obligations set forth herein)the transactions contemplated hereunder, (iii) claims by third parties against the Buyer Indemnified Parties relating any liability arising because of a breach of Lease, breach of contract or other matter related to the operation and ownership by Seller of the Assets and the use of the items of real Property which occurred or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, arose or is alleged to have become, a liability of occurred or arisen prior to Closing and which is not due to actions taken by Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liabilityand which was not disclosed to Buyer in writing prior to Closing, or otherwise by operation (iv) the breach of Law); providedany representation or warranty of Seller contained in this Agreement. The indemnities set forth in this Section shall survive Closing for a period of twelve (12) months. Provided, however, that Seller the indemnities set forth in this Section shall not (1) apply to the extent of any item that by this Agreement specifically becomes the obligation of Buyer after the Closing pursuant to the terms and conditions of this Agreement or to any risk assumed by Buyer pursuant to the terms and conditions of this Agreement; and/or (2) exceed, in the aggregate, the sum of One Hundred Thousand Dollars ($100,000.00) other than with respect to a claim for indemnity arising in connection with a breach of a Lease under the foregoing clause (iii) which claim shall not be required subject to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:monetary limitation set forth above.

Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller hereby agrees to indemnify indemnify, defend and hold Buyer, Buyer and its Affiliates and their respective officers, directors, managerspartners, members, employees agents, employees, affiliates, attorneys, heirs, successors and agents assigns (collectively, the "Buyer “Buyer’s Indemnified Parties"”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesliabilities, liens, claims, damages, costs, diminution in value, expenses, liabilities, obligations suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and claims of any kindall expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result ”) arising out of or in connection with any way connected or related to (i) any breach or inaccuracy nonperformance by Seller of any of the representations and warranties made by Seller in provision or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth covenant contained in this Agreement or in any agreementcertificate or other instrument or document furnished (or to be furnished) by Seller with respect to the transactions contemplated hereunder, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer liability arising because of a breach of lease, breach of contract or other matter related to the condition Property which occurred or arose or is alleged to have occurred or arisen prior to Closing and to the extent not due to actions taken by Buyer, or (iii) the breach of any representation or warranty of Seller contained in this Agreement. The indemnities set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) shall survive Closing for the failure Survival Period, provided however, to the extent that any such Losses are covered by Seller any occurrence-based liability policy of Seller, such indemnity shall survive without time limitation, but only to perform any the extent of its covenants or obligations such coverage. Provided, however, that the indemnities set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating in this Section shall not apply to the operation and ownership extent of any item that by Seller this Agreement specifically becomes the obligation of Buyer after the Assets and the use of the items of real or personal property held by Seller Closing pursuant to the ContractsRP / DP Initials terms and conditions of this Agreement. Notwithstanding the forgoing, Buyer acknowledges and agrees that (A) Seller shall have no liability to Buyer for any Losses unless claims of Losses exceed, individually or collectively in the aggregate, the performance by Seller under sum of $5,000.00 (the Contracts and "Deductible"), in which event the conduct amount of its U.S. Display Business prior such valid claims in excess of the Deductible shall be actionable, up to the Effective Time of Closingliability cap set forth in the following clause, (ivB) product warranty claims asserted by customers recovery against Seller for any Losses shall be limited in all events to the greater of 5% of the U.S. Display Business relating to products designedPurchase Price, manufacturedin the aggregate, constructed, distributed, sold, leased, supported or installed the amount of coverage for such Losses payable by Seller or services performed by Seller prior to Seller’s occurrence based liability insurance policy (the Effective Time of Closing ("Product Warranty ClaimsCap"), and (vC) any other liability of Seller in no event shall Buyer be entitled to third partiesseek or obtain consequential, other than any Assumed Liability (including without limitation any liability that becomes, indirect or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:punitive damages.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, indemnifies the "Buyer Indemnified Parties") harmless from and against, against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costs, diminution in value, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any breach action taken or inaccuracy of any omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the representations and warranties made Branch prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller in or pursuant to this Agreement (it being understood that (i) at the "except for" clause in Section 6.4 hereof and written direction of the Buyer; (ii) any waiver misrepresentation or breach of representation, warranty, covenant, agreement or other material term made, contained in or to be performed by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Seller pursuant to this Section 8.1(a)(i) for a breach Agreement, the Schedules hereto or inaccuracy of a representation or warranty made by the Seller), (ii) any failure by Seller to perform any of its covenants 's officer's certificate; and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims any claim or demand by third parties against the Buyer Indemnified Parties relating any Branch employee arising or related to the operation and ownership by Seller of the Assets and the use of the items of real any alleged act or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business inaction occurring prior to the Effective Time Closing (except as may be the result of Closing, (iv) product warranty claims asserted by customers any action or inaction of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"Buyer), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that . The Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) hereof of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the representations Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and warranties made by Seller unless such right to indemnification is asserted by at the request of the Buyer Indemnified Parties (whether shall, participate in and control the defense of any such suit, action or not such Losses have actually been incurred) by written notice to Seller within the following time periods:proceeding at its own expense.

Seller’s Indemnity. Section 11.4 of the Agreement is hereby amended to provide in its entirety as follows: Subject to the terms and conditions of the Agreement, Seller hereby agrees to indemnify indemnify, hold harmless and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless defend Purchaser from and againstagainst any loss, liability or damage suffered or incurred by Purchaser and agrees to defend promptly the Buyer Indemnified Parties arising from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (ia) any material breach or inaccuracy of default by the Seller with respect to any of Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) intentionally omitted, (c) any amounts owed by Sellers under Section 9.8, (d) any claim raised under the representations and warranties made by Seller in or pursuant pending litigation disclosed on Schedule 6.8 attached to this the Agreement (it being understood agreed that Seller’s obligations with respect to claims described in and covered by this subsection (id) shall not be subject to the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Minimum Amount limitation set forth in Section 6.4 hereof shall not11.3 of the Agreement), and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in either caseconnection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Sellers in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) 11.4. (collectively, the “Seller’s Indemnity Obligations”). Sellers understand and agree that the foregoing indemnity includes an indemnification for a breach or inaccuracy of a representation or warranty made by Seller)certain claims arising from the indemnitee’s negligence, (ii) any failure by Seller as and to perform any of its covenants and obligations the extent provided herein. Notwithstanding anything set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either caseAgreement, in any way be deemed a waiver of BuyerSeller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with respect to any Seller’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Indemnity Obligations unless prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers end of the U.S. Display Business relating Survival Period (or, with respect to products designedany claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect end of the representations two-year period following the Closing Date) Purchaser notifies the Sellers in writing setting forth specifically and warranties in reasonable detail the claim being made by Seller unless such right with respect to indemnification is asserted by the Buyer Indemnified Parties (whether Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of the Sellers with respect to any Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not such Losses have actually been incurred) by contained in a written notice delivered to Seller within the Sellers as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following time periods:the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

Seller’s Indemnity. (a) The Seller and the Stockholder hereby agrees jointly and severally agree to indemnify and hold Buyerthe Buyer and its Affiliates, its Affiliates and their respective directors, officers, directorsemployees, managersagents, members, employees counsel and agents representatives and all of their successors and assigns (collectively, the "“Buyer Indemnified Parties"Indemnitees”) harmless from and against, and agrees agree to defend promptly the Buyer Indemnified Parties Indemnitees from and to reimburse the Buyer Indemnified Parties Indemnitees for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"”), that the Buyer Indemnified Parties Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by the Seller or the Stockholder in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, or in any way be deemed a waiver of Buyer’s right to indemnification certificate or other document delivered pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), Agreement; (ii) any failure by of the Seller or the Stockholder to perform carry out, perform, satisfy and discharge any of its covenants and or his covenants, agreements, undertakings, liabilities or obligations set forth in under this Agreement or in under any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification documents and instruments delivered by the Seller or the Stockholder pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; and (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law)Retained Liabilities; provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under this Section 8.1((a))(i9.1(a) hereof in respect of (A) a claim under Section 9.1(a)(i), other than a claim based on a breach of the representations and warranties made by Seller unless set forth in Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3 (as to which no time limit shall apply) and 3.15 (as to which such right to indemnification must be asserted on or before 60 days after the expiration of the applicable statute of limitations for the underlying Tax claim, taking into account any extension thereof), only if such right is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice within eighteen (18) months of the Closing Date. Any provision herein to Seller within the following time periods:contrary notwithstanding, no claim may be made under Section 3.26 with regard to a breach of a representation or warranty after the period, if any, applicable to any underlying representation or warranty.

Seller’s Indemnity. Subject to the further provisions hereof, Seller hereby agrees to shall defend, indemnify and hold Buyer, its Affiliates affiliates, and its/their respective directors, officers, directorsemployees, managerscontractors, membersand representatives (which additional parties, employees and agents (collectivelytogether with Buyer, are hereinafter collectively referred to as the "“Buyer Indemnified Parties"”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesClaims arising from, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result out of or in connection with with, or otherwise relating to: (ia) any breach or inaccuracy of any representation or warranty of Seller set forth in this Agreement; (b) the representations and warranties made by Seller in or pursuant Excluded Assets; (c) to this Agreement (it being understood that the extent attributable to periods prior to the Effective Time, (i) the "except for" clause payment, underpayment or nonpayment of royalties by the Target Entities on production from or attributable to the Target Entities’ interest in Section 6.4 hereof the Leases, Units and Xxxxx, or the proper accounting or payment to parties for their interests therein, and (ii) any waiver the payment, underpayment or nonpayment by the Target Entities of Taxes; (d) the ownership or operation of the Assets prior to the Effective Time (other than Claims with respect to royalties and Taxes, which are addressed in clause (c) above), expressly excluding, however, matters assumed, indemnified against and waived by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(iSections 7.07, 7.08 and 7.09 below; and (e) for a Seller’s breach of, or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform or satisfy, any of its covenants and obligations set forth in hereunder. Seller shall not be liable to the Buyer Parties under clause (a) or (d) of this Agreement or in Section 3.03(b) with respect to any agreement, document or instrument delivered pursuant hereto (it being understood that Claim unless (i) the "material" qualifiers amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in Section 6.1 hereof excess of $25,000 (the “Individual Indemnification Threshold”) and (ii) any waiver by Buyer the aggregate amount of all Claims under this Agreement and the LLC Purchase Agreement, as defined herein, meeting the Individual Indemnification Threshold exceeds one and one half percent (1 1/2%) of the condition sum of the Purchase Price under this Agreement and the Purchase Price under the LLC Purchase Agreement (the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller shall then only be liable for its pro rata portion of those Claims exceeding the Aggregate Indemnification Threshold, excluding such Claims as were aggregated to Closing set forth reach the Aggregate Indemnification Threshold. For purposes of the preceding sentence, Seller’s pro rata portion of Claims shall mean the amount of all Claims under this Agreement, divided by the sum of the amount of all Claims under both this Agreement and the LLC Purchase Agreement. Notwithstanding the foregoing, Claims relating to Taxes and claims arising from Seller’s breach of its representations and warranties in Sections 10.01(v) and 10.01(z) (collectively, “Seller’s Title Warranties”) shall not be subject to the Individual Indemnification Threshold or the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, unless expressly stated herein to the contrary, the cumulative obligation of Seller to Buyer Parties under this Section 6.1 hereof 3.03(b) will be limited to the ten percent (10%) of the Purchase Price (the “Indemnity Amount”) and will be paid first from the Escrow Account until the Indemnity Escrow Amount has been exhausted, and thereafter any remaining obligations, not to exceed the Indemnity Amount, shall notbe paid directly by Seller to Buyer Parties. As express exceptions to the preceding paragraph, Seller’s indemnity obligation for Claims relating to (i) Taxes, (ii) the Excluded Assets, (iii) breaches of Seller’s representations and warranties in either caseSections 10.01(a), in any way (b) or (c) (“Seller’s Authorization Representations”) and (iv) breaches of Seller’s Title Warranties will not be deemed a waiver of Buyerlimited to the Indemnity Amount. Seller’s right obligation to indemnification indemnify the Buyer Parties pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein3.03(b), (iii) claims by third parties against the Buyer Indemnified Parties relating unless expressly stated herein to the operation and ownership by contrary in this Section 3.03(b), will expire with respect to any Claim for which a Buyer Party has not provided notice to Seller as provided in Section 3.03(d) on or prior to 5:00 p.m., Houston, Texas time, on the six (6) month anniversary of the Assets and Closing Date (the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of “Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of LawPeriod Termination Date”); provided, however, that Seller shall not be required (i) Seller’s obligation to indemnify Buyer with respect to the Excluded Assets and breaches of Seller’s Authorization Representations and Seller’s Title Warranties shall survive the Closing forever; (ii) Seller’s obligation to indemnify Buyer Indemnified Parties pursuant with respect to Section 8.1((a))(i) hereof in respect breaches of the Seller’s representations and warranties made by in Section 10.01(g) (Taxes) or to otherwise indemnify Buyer pursuant to clause (c)(ii) (Taxes) of this Section 3.03(b) shall survive for the applicable statute of limitations, plus 90 days; and (iii) Seller’s obligation to indemnify Buyer pursuant to clauses (c)(i) (Royalties), and (e) of this Section 3.03(b) shall survive for one (1) year. The foregoing will not limit the rights of Buyer Parties to proceed against the Seller unless such right as provided herein after the Closing Period Termination Date with respect to indemnification is asserted by the Claims for which a Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written Party has provided notice to Seller within the following time periods:as provided in Section 3.03(d).

Seller’s Indemnity. Seller hereby agrees Sellers jointly and severally agree to indemnify indemnify, defend and hold Buyer, its Affiliates WWI and their respective officers, directors, managers, members, employees Affiliates harmless against and agents in respect of (collectively, the "Buyer Indemnified Parties"i) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims liabilities of Sellers or any kindof their Affiliates, whether accrued, absolute, fixed, contingent or otherwise, not expressly assumed by Buyer pursuant to the Assumption Agreement; (ii) any claim, cost, loss, liability, charge, action, suit, proceeding, deficiency, damage and expense, interest, award, judgment and penalty (including, without limitation, reasonable attorneys’ fees legal costs and expenses) (collectively, "Losses") imposed on, incurred, sustained or suffered by Buyer, WWI or any of their respective Affiliates arising out of or as a result of (A) any misrepresentation or breach of warranty by Sellers or (B) a breach by Sellers of any covenant or other agreement contained herein; (iii) liabilities for sales, use, income and other legal taxes arising at any time out of the operation of the business of Sellers and their Affiliates prior to the opening of business on the Closing Date and not provided for in Section 10.3 hereof; (iv) any claim, cost, loss, liability or damage incurred or sustained by Buyer, WWI or their respective Affiliates as a result of the operation of the business of Sellers and their Affiliates prior to the opening of business on the Closing Date and (v) all reasonable costs and expenses (hereinafter referred to collectively as "Losses")including reasonable attorneys' fees and disbursements) incurred by Buyer, that the Buyer Indemnified Parties may at any time suffer WWI or incur, or become subject to, as a result of or their respective Affiliates in connection with (i) any breach action, suit, proceeding, demand, assessment or inaccuracy of judgment incident to any of the representations and warranties made by Seller matters indemnified against in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) 9.1; provided, however that Sellers shall have no liability or obligation for a breach consequential or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, punitive damages other than any Assumed Liability (including without limitation such damages awarded to any liability that becomes, person who is not a party hereto or is alleged to have become, not an Affiliate of a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:party hereto.

Seller’s Indemnity. (a) Upon closing of the transactions contemplated herein, Seller hereby agrees to indemnify and hold Buyer, its Affiliates Affiliates, successors and assigns and their respective officers, directors, managers, members, employees and agents representatives (collectively, the "Buyer Indemnified PartiesBuyer's Indemnitees") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties Buyer's Indemnitees from and to reimburse the Buyer Indemnified Parties Buyer's Indemnitees for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ ' fees and other legal costs and expenses expenses, (hereinafter referred to collectively as collectively, the "Losses"), that the Buyer Indemnified Parties Buyer's Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause or any instrument or document executed by Seller in Section 6.4 hereof and connection with or as a result of this Agreement; (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Retained 44 51 Liabilities; (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller non-fulfillment of the Assets and the use any covenant, undertaking, agreement or other obligation of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, this Agreement; or (iv) product warranty claims asserted any noncompliance by customers Seller with bulk sales laws or similar laws which may be applicable to the sale or transfer of the U.S. Display Business relating Purchased Assets (hereinafter referred to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing (collectively as "Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller Buyer's Indemnitees shall not have the right to be required to indemnify the Buyer Indemnified Parties pursuant to indemnified, held harmless from, defended or reimbursed under Section 8.1((a))(i8.1(a) hereof in respect of the representations and warranties made by Seller unless only if such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses Claims have actually been incurred) by written notice incurred and asserted on or before one year after the Closing Date, except the time limitation with respect to Seller within the following time periods:representations set forth in Section 3.7 and 3.9 shall be 30 days after expiration of the applicable statute of limitations with respect to the tax or environmental matters giving rise to a claim thereunder.

Seller’s Indemnity. Seller hereby agrees The Principal Sellers agree to indemnify indemnify, ----------------- defend and hold harmless Buyer, its Affiliates the Companies and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with each Subsidiary against (i) all Tax Liabilities of Sellers or any of their Affiliates, the Companies or any of the Subsidiaries for any Pre-Closing Tax Period, whether or not resulting from a Tax Proceeding, except to the extent otherwise provided in clause (ii) of Section 8.3(b), (ii) all Tax Liabilities of, or attributable to, the Companies or the Subsidiaries, which Tax Liabilities result from the failure of Sellers to perform, or the breach by Sellers of, any covenant made by the Seller in this Agreement, (iii) all Tax Liabilities for Pre-Closing Tax Periods of, or inaccuracy of any attributable to, the Companies or the Subsidiaries resulting from the breach by Sellers of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause contained in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing2.4, (iv) product warranty claims asserted by customers any Tax Liabilities for Pre-Closing Tax Periods of any member of a consolidated or combined tax group of which any of the U.S. Display Business relating to products designedSellers or any of their Affiliates is, manufacturedor was at any time, constructeda member, distributedfor which any of the Companies or any Subsidiary is jointly or severally liable as a result of its inclusion in such group, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability Transfer Tax Liabilities arising out of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability the transfer of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law)the Stock; provided, however, that Seller the Principal Sellers shall not be required to indemnify make an indemnification payment or payments to Buyer, the Buyer Indemnified Parties Companies, the Subsidiaries or any of its other Affiliates under this Section 8.3(a) solely to the extent that the amount of indemnification sought exceeds the Tax Reserve (reduced by any prior offsets pursuant to this section or Section 8.1((a))(i) hereof in respect 5.5). Notwithstanding the foregoing, the Principal Sellers shall not indemnify and hold harmless Buyer, the Companies, the Subsidiaries or its other Affiliates from and against any Tax Liabilities resulting from an actual or deemed election made under Section 338 of the representations and warranties made by Seller unless such right Code, or any comparable provision under foreign, state or local law, with respect to indemnification is asserted by any of the Buyer Indemnified Parties (whether Companies or not such Losses have actually been incurred) by written notice to Seller within Subsidiaries in connection with the following time periods:purchase of Stock on the Closing Date.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, indemnifies the "Buyer Indemnified Parties") harmless from and against, against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costs, diminution in value, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any breach action taken or inaccuracy of any omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the representations Facilities or their business and warranties made properties prior to Closing, but excluding all Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in or pursuant title to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and Real Estate; (ii) any waiver misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Seller pursuant to this Section 8.1(a)(i) for a breach Agreement, the Schedules or inaccuracy of a representation Exhibits hereto or warranty made by the Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), 's officer's -56- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT 61 certificate; (iii) claims all Non-Assumed Liabilities; and (iv) any claim or demand by third parties any Branch or Office employee of the Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). Any direct claim by the Buyer against the Seller, as distinguished from a claim against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held a third party, shall be settled by Seller arbitration pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Section 9.4. The Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) hereof of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the representations Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and warranties made by Seller unless such right to indemnification is asserted by at the request of the Buyer Indemnified Parties (whether shall, participate in and control the defense of any such suit, action or not such Losses have actually been incurred) by written notice to Seller within the following time periods:proceeding at its own expense.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managerspartners, members, shareholders, officers, directors and employees and agents (collectively, the "Buyer Indemnified PartiesIndemnitees") from and against, and to defend and hold them harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties forany claim, any and all lossesloss, damagescost, costsliability, diminution in valuedamage, expensesexpense, liabilities, obligations and claims of any kind, including, without limitation, fees or fines (including reasonable attorneys’ ' fees and other legal costs costs), or actions with respect thereto, only if the same are direct (and expenses not consequential) but regardless of whether foreseeable, unforeseeable, past, present or future (hereinafter referred to collectively as collectively, "LossesClaims"), that the asserted against, incurred or suffered by Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with with, related to or arising from: (i) the acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date (other than with respect to claims for which Seller is indemnified pursuant to the provisions of this Agreement); (ii) any litigation instituted prior to the Closing Date; (iii) the breach (whether committed prior to or after Closing) of any of the covenants set forth herein but only if any such Claim is made within the Survival Period; (iv) the Leases and the Contracts, in connection with, arising from or related to, acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date but only if any such Claim is made within the Survival Period; and (v) the untruth or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) in any material respect subject to the "except for" clause limitation in Section 6.4 hereof and (ii) 6.2. Notwithstanding the foregoing, nothing contained herein shall require Seller to indemnify any waiver by Buyer Indemnitee for Claims arising as a result of the condition negligence or willful misconduct of such Indemnitee. The obligations of Seller to Closing set forth in Section 6.4 hereof shall notindemnify, in either case, in any way be deemed a waiver of Buyer’s right to indemnification defend and pay pursuant to this Section 8.1(a)(i) for a breach or inaccuracy shall be the joint and several obligations of a representation or warranty made by Seller)Seller and Estein & Associates USA, Ltd. (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers Indemnity Guarantor") and Buyer may look to either or both of Seller or the Indemnity Guarantor for the satisfaction of such obligations, subject however to the limitation of liability identified in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:12.2 hereof.

Seller’s Indemnity. Seller hereby agrees to Sellers shall, jointly and severally, indemnify and hold Buyer, harmless Buyer and its Affiliates and their respective officers, directors, managers, members, officers and employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and againstagainst all expenses, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damagesclaims, costs, diminution in value, expenses, damages or liabilities, obligations and claims of any kind, including, without limitation, including reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as each an "LossesIndemnified Expense"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result arising out of or in connection with relating to (i) any breach the untruth or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)any of Sellers or the Herberts in this Agreement, (ii) any failure by Seller to perform any breach of its Sellers' or Herberts' covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth contained herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real existence, operations or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the other conduct of its U.S. Display Business Sellers or the Herberts prior to the Effective Time of Closing, including without limitation, any liabilities arising under federal or state environmental laws and liabilities arising under federal or state plant closing, employee termination or similar laws, except to the extent the same are assumed hereunder, (iv) product warranty claims asserted any and all claims, obligations, liabilities or other amounts paid or incurred by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), Buyer described in Section 4.02(b) hereof and (v) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal fees and other liability expenses associated with any of Seller to third parties, other than the foregoing. Without in any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability way limiting the remedies of Buyer hereunder, Buyer shall be entitled to offset any Indemnified Expense against any of the payments of Purchase Price to be made to Sellers under any applicable bulk sales law, Article IV of this Agreement and/or against payments under any doctrine the Consulting Agreement described in Section 4.03. Sellers shall have no obligation to indemnify Buyer with respect to an Indemnified Expense unless notice of de facto merger the Indemnified Expense is provided to Sellers on or successor liability, or otherwise by operation before the seventh anniversary of Law)the Closing Date; provided, however, that Seller the foregoing limitation shall not be required apply to indemnify Indemnified Expenses resulting from federal, state or local tax liability of Sellers or the Buyer Indemnified Parties pursuant Herberts relating to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether any period ended on or not such Losses have actually been incurred) by written notice to Seller within the following time periods:before Closing.

Seller’s Indemnity. Subject to the terms and conditions of this Agreement, Seller hereby agrees to indemnify indemnify, hold harmless and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless defend Purchaser from and againstagainst any loss, liability or damage suffered or incurred by Purchaser and agrees to defend promptly the Buyer Indemnified Parties arising from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (ia) any material breach or inaccuracy default by Seller with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) any claim raised or action filed by the Manager under Section 16.13 of the Management Agreement with respect to the transfer of the Asset from Seller to Purchaser under this Agreement, (c) any amounts owed by Seller under Section 9.8, and (d) and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the representations and warranties made matters indemnified against by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) 11.4. (collectively, the “Seller’s Indemnity Obligations”). Seller understands and agrees that the foregoing indemnity includes an indemnification for a breach or inaccuracy of a representation or warranty made by Seller)certain claims arising from the indemnitee’s negligence, (ii) any failure by Seller as and to perform any of its covenants and obligations the extent provided herein. Notwithstanding anything set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either caseAgreement, in any way be deemed a waiver of BuyerSeller Closing Deliveries or otherwise, Seller shall not have any liability or obligation with respect to any Seller’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Indemnity Obligations unless prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers end of the U.S. Display Business relating Survival Period (or, with respect to products designedany claim raised or action filed by the Manager as referenced in subparagraph (b) above, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time end of the two-year period following the Closing ("Product Warranty Claims"), Date) Purchaser notifies Seller in writing setting forth specifically and (v) any other in reasonable detail the claim being made with respect to the Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of Seller with respect to third parties, other than any Assumed Liability (including without limitation Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any liability that becomes, matters not contained in a written notice delivered to Seller as contemplated herein on or is alleged prior to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect end of the representations and warranties made by Seller unless such right Survival Period (or, with respect to indemnification is asserted any claim raised or action filed by the Buyer Indemnified Parties Manager as referenced in subparagraph (whether b) above, prior to the end of the two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any claim raised or not such Losses have actually been incurredaction filed by the Manager as referenced in subparagraph (b) by written notice to Seller within above, for the two-year period following time periods:the Closing Date).

Seller’s Indemnity. (a) Except as provided in subsection (b) herein, for a period of three (3) years from the Closing Date, Seller hereby agrees to indemnify shall indemnify, defend and hold BuyerPurchaser, its Affiliates affiliates (including without limitation, Company), and their respective directors, officers, directorsemployees, managersattorneys, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all liabilities, losses, damages, costsclaims, diminution in valuecauses of action, expenses, liabilities, obligations costs and claims of any kind, expenses (collectively "Claims") (including, without limitation, reasonable attorneys’ ' fees and other legal costs expenses and expenses (hereinafter referred to collectively as "Losses"court costs), that the Buyer Indemnified Parties may whether known or unknown, whether suit is instituted or not, and, if instituted, whether at any time suffer trial and appellate level, for the period prior to the Closing, arising out of, relating to or incur, or become subject to, as a result of: (a) Company's and/or Seller's ownership or operation of Company or the Practice, including any defects in title; (b) any other actions or omissions of Company prior to the Closing Date; (c) any default or breach by Company or Seller of any representation, warranty or any other material term or condition in this Stock Purchase Agreement (including the exhibits and attachments) or any ancillary agreement, document, or certificate to be delivered in connection with this Stock Purchase Agreement; (id) the conduct of Company's business on or prior to the date of the Closing, including, without limitation, any litigation now existing or hereafter arising from such conduct occurring on or prior to the Closing Date, (e) any breach or inaccuracy of the Company Financial Statements; and (f) any act, conduct, omission or commitment of Company or Seller occurring on or prior to the Closing Date, which may hereafter be asserted against Company or Seller, whether or not unknown, unasserted or undiscovered by Purchaser as of Closing, but only to the extent not actually reimbursed to Purchaser by insurance and only in an amount up to $1,000,000, exclusive of any amounts in the Reserve Account. Purchaser agrees that with respect to any matter for which Seller has the foregoing obligations, Purchaser shall first attempt to satisfy the amount owed by Seller out of the Reserve Account. Without limiting the generality of the foregoing, with respect to the measurement of damages, the Purchaser shall have the right to be put in the same financial position as it would have been in had the representations and warranties made by of Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof been true and (ii) any waiver by Buyer correct, had each of the condition to Closing set forth covenants of Company and Seller been performed in Section 6.4 hereof shall notfull, in either caseand had Company and Seller paid, in any way be deemed a waiver discharged and performed all of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants the liabilities and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Seller.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, harmless Purchaser and its Affiliates and their respective officers, directors, managers, partners, shareholders, members, employees employees, contractors, attorneys, representatives, successors, and agents assigns (the “Purchaser Indemnitees”) from and against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, terms of this Agreement or any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its the covenants or obligations set forth herein)contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement. In addition, Seller will indemnify and hold harmless the Purchaser Indemnitees for any Damages to which the Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach by the operation of Seller before Closing and/or any use of the Assets before Closing; (ii) any fraud or intentional misrepresentation of Seller, (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation any and ownership by all taxes, fines, interest and/or penalties of Seller of the Assets and the use of the items of real for all taxable periods ending on or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of before Closing, ; (iv) product warranty claims asserted any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by customers of the U.S. Display Business relating contract or pursuant to products designedany law, manufacturedrule, constructedor regulation, distributed, sold, leased, supported which taxes relate to an event or installed by Seller transaction occurring before or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and on Closing; or (v) any other liability of Seller and all taxes, fines, interest and/or penalties for failure to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged pay taxes imposed on the Purchaser Indemnitees related to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect tax treatment of the representations and warranties made by Seller unless such right to indemnification is asserted by purchase of the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Assets.

Seller’s Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Seller jointly and severally hereby agrees to indemnify indemnifies and hold Buyerholds harmless the Administrative Agent and the Co-Collateral Agents for the benefit of themselves and the Purchasers, its Affiliates Buyer and their respective officers, directors, managers, members, agents and employees and agents (collectively, the "Buyer each a “Seller Indemnified Parties"Party”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may Losses at any time suffer imposed on or incurincurred by any Seller Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or become subject to, as a result of any action taken or in connection with (i) any breach or inaccuracy of omitted by any of the representations and warranties made Seller Indemnified Parties, whether arising by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer reason of the condition acts to Closing be performed by the Sellers hereunder or otherwise, excluding only Indemnified Losses (“Excluded Losses”) to the extent (x) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Seller Indemnified Party seeking indemnification, (y) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to Originator or the Collection Agent for uncollectible Receivables or (z) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Sellerclauses (x), (iiy) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (iiz) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof previous sentence, each Seller jointly and severally shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) indemnify each Seller Indemnified Party for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties Losses relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periodsresulting from:

Seller’s Indemnity. Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.03, (ii) subject to the terms and conditions of Article XII and Sections 7.01(g) and (h), any failure Liability imposed upon Purchaser or its Indemnitees relating to the employment of the Employees by Seller Manager for the period prior to perform the Closing Date, except to the extent arising out of or relating to the Purchaser’s or any of its covenants Indemnitees’ breach of the terms, conditions and obligations set forth in this Agreement of Article XII or in any agreement, document Sections 7.01(g) or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth hereinh), (iii) claims by third parties against events, contractual obligations, acts or omissions of Seller that occur or accrue prior to Closing in connection with the Buyer Indemnified Parties relating ownership of the Property, including without limitation, debts, obligations and/or Liabilities of Seller, its Affiliates or Manager which may exist with respect to the operation and ownership by Seller employment or termination of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business any Employees that arise prior to the Effective Time Closing, or which are attributable to the termination of such Employees by Seller, its Affiliates or Manager at or prior to Closing, except to the extent that such debts, obligations and/or Liabilities are covered by a credit against the Purchase Price, (iv) product warranty damage to property or injury to or death of any person or any claims asserted for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times prior to Closing, but specifically excluding (w) any Liabilities caused by customers breaches of covenants of Purchaser which, by the terms of this Agreement, survive Closing, (x) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing, (y) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing and (z) any Liabilities incurred in relation to the physical condition of the U.S. Display Business relating Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller death of any person prior to Closing resulting from the Effective Time physical condition (but not environmental condition) of Closing ("Product Warranty Claims")the Property, and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify as set forth in the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof indemnification provisions in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Article XIV.

Seller’s Indemnity. Section 11.4 of the Agreement is hereby deleted in its entirety and replaced as follows: Subject to the terms and conditions of the Agreement, Seller hereby agrees to indemnify indemnify, hold harmless and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless defend Purchaser from and againstagainst any loss, liability or damage suffered or incurred by Purchaser and agrees to defend promptly the Buyer Indemnified Parties arising from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (ia) any material breach or inaccuracy of default by the Seller with respect to any of Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) intentionally omitted, (c) any amounts owed by Sellers under Section 9.8, (d) any claim raised under the representations and warranties made by Seller in or pursuant pending litigation disclosed on Schedule 6.8 attached to this the Agreement (it being understood agreed that Seller’s obligations with respect to claims described in and covered by this subsection (id) shall not be subject to the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Minimum Amount limitation set forth in Section 6.4 hereof shall not11.3 of the Agreement), and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in either caseconnection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Sellers in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)11.4, (ii) any failure by collectively, the “Seller’s Indemnity Obligations”). Seller understands and agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to perform any of its covenants and obligations the extent provided herein. Notwithstanding anything set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either caseAgreement, in any way be deemed a waiver of BuyerSeller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with respect to any Seller’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business Indemnity Obligations unless prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers end of the U.S. Display Business relating Survival Period (or, with respect to products designedany claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect end of the representations two-year period following the Closing Date) Purchaser notifies the Sellers in writing setting forth specifically and warranties in reasonable detail the claim being made by Seller unless such right with respect to indemnification is asserted by the Buyer Indemnified Parties (whether Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of the Sellers with respect to any Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not such Losses have actually been incurred) by contained in a written notice delivered to Seller within the Sellers as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following time periods:the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

Seller’s Indemnity. From and after the Closing, Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.3, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)all Retained Liabilities, (iii) any failure of Seller or Manager to have reported and/or paid any and all taxes assessed or assessable by the City of Manchester Village, the County of Bennington, the State of Vermont or any other governmental authority arising or related in any way to the Hotel for the period prior to the Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any person or any claims by third parties against for any debt or obligations occurring on, or in connection with, the Buyer Indemnified Parties Property or any portion thereof at any time or times prior to Closing (expressly excluding Liabilities (x) for changes to, remediation of, or repairs to the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the operation and ownership by Seller physical condition, structural or environmental condition of the Assets property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, and subject to the use terms of, clause (i) above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the items extent of real such credit theretofore received by Purchaser), (C) any Liabilities consisting of contractual liabilities or personal property held by Seller obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to any document or other written agreement entered into in connection with the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (vD) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any other liability Liabilities incurred in relation to the physical condition of Seller to third parties, other than any Assumed Liability the Property (including without limitation any liability that becomeslimitation, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect environmental condition of the representations Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and warranties made by Seller unless such right conditions of Section 15.2, including, but not limited to Seller’s indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:obligations referenced therein.

Seller’s Indemnity. Subject to the provisions of Section 9.4 hereof, Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, indemnifies Purchaser against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costssettlement, diminution in valueobligation, expensesdeficiency, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable attorneys’ expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (iany action, suit or proceeding brought against Purchaser) any breach demanded, claimed or inaccuracy threatened in writing against Purchaser or incurred or suffered by Purchaser arising out of any liabilities and assets of the representations and warranties made Seller not expressly assumed or purchased hereunder by Seller in or pursuant Purchaser including, but not limited to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof ownership or operation of the Assets, Liabilities and Branches prior to the Closing, (ii) any waiver by Buyer of Employee claims for matters occurring before the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ior (iii) for a the breach or inaccuracy of a representation or warranty warranty, covenant or agreement made by Seller), (ii) any failure by Seller or to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses being hereinafter referred to the Effective Time of Closing (as "Product Warranty Seller Indemnifiable Claims"). Any direct claim by Purchaser against Seller, and (v) any other liability of Seller as distinguished from a claim against Purchaser by a third party, shall be settled by arbitration pursuant to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Article X. Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) hereof of any claim, litigation or proceeding in respect of the representations and warranties made by Seller unless such right which indemnity may be sought hereunder. Purchaser agrees to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written give prompt notice to Seller within of the following time periods:assertion of any claim, or the commencement of any suit, action or proceeding in respect of that indemnity may be sought hereunder. Seller may, and at the request of Purchaser shall, (unless Seller disclaims any liability or obligation under this Section 9.2 with respect to such suit, action or proceeding) participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. (a) Seller hereby agrees to indemnify and hold Buyer, the Company and its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") Subsidiaries harmless from and against, and agrees to defend promptly Buyer, the Buyer Indemnified Parties Company and its Subsidiaries from and to reimburse Buyer, the Buyer Indemnified Parties Company and its Subsidiaries for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"”), that Buyer, the Buyer Indemnified Parties Company and its Subsidiaries may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Agreement, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (iiii) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the ContractsExcluded Assets, the performance by Seller under the Contracts obligations arising from and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to after the Effective Time of Closing ("Product Warranty Claims"), under the Excluded Contracts assigned to Seller or its Affiliatesor Excluded Liabilities and (viv) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law)those matters set forth in Exhibit 8.1 attached hereto; provided, however, that Seller shall not be required to indemnify Buyer, the Buyer Indemnified Parties Company and its Subsidiaries pursuant to Section 8.1((a))(i8.1(a)(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by Buyer, the Buyer Indemnified Parties Company or its Subsidiaries (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:

Seller’s Indemnity. Seller hereby agrees to indemnify indemnify, protect, defend and hold harmless Buyer and Buyer, its Affiliates ’s Operator and their respective officers, directors, managers, members, employees shareholders, tenants, successors and agents (collectively, the "Buyer Indemnified Parties") harmless assigns from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all third party claims, demands, obligations, losses, liabilities, damages, costsrecoveries and deficiencies (including interest, diminution in value, expenses, liabilities, obligations penalties and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal fees, costs and expenses (hereinafter referred to collectively as "Losses"expenses), that the Buyer Indemnified Parties which any of them may at any time suffer or incur, or become subject to, as a result of or in connection with of: (i) any breach of or inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall notconditions, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth agreements, of Seller contained in this Agreement or in any agreementcertificate or document delivered by Seller or its agents pursuant to any of the provisions of this Agreement, document or instrument delivered pursuant hereto (it being understood that (i) unless Seller cures such matter in the "material" qualifiers manner provided in Section 6.1 hereof and 8.22 herein or (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing Date ("Product Warranty Claims"whether brought before or after the Closing Date), and or (iii) any obligation which is expressly the responsibility of Seller or Operators under this Agreement, or (iv) any amounts required to cure citations and/or violations issued by any state or federal health or human services authority on the Facilities relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (v) any other liability claim by any employee of Seller relating to third parties, other than any Assumed Liability period of employment prior to the Closing Date (including without limitation any liability that becomeswhether brought before or after the Closing Date), or is alleged (vi) the existence against the Real Property of any mechanic’s or materialmen’s claims relating to have become, a liability work performed prior to Closing and not related to any action of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liabilityBuyer’s Consultants, or otherwise by (vii) any successor liability obligations to Medicare, Medicaid, HMO or any other third party payor program, or any recoupment, fine, or penalty required to be paid to such parties as a result of the operation of Law); providedthe Facilities prior to the Closing Date by Seller or Operators, howeveror (viii) any other cost, that Seller shall not be required claim or liability arising out of or relating to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect events or Seller’s ownership, operation or use of the representations Facilities prior to the Closing Date. Any amount due under the aforesaid indemnity will be due and warranties made payable by Seller unless such within thirty (30) days after demand thereof. Seller will have the right to indemnification is asserted by the Buyer Indemnified Parties (whether contest any such claims, liabilities or not such Losses have actually been incurred) by written notice to Seller within the following time periods:obligations as provided herein.

Seller’s Indemnity. Seller hereby agrees to indemnify shall indemnify, defend and hold harmless the Buyer, its Affiliates and their respective directors, officers, directorsemployees, managersaffiliates, membersagents or representatives, employees successors and agents (collectively, the "Buyer Indemnified Parties") harmless assigns from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesClaims arising directly or indirectly as the result of (i ) any claim by any person, damages, costs, diminution in value, expenses, liabilities, obligations and entity or third party which claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incuran interest in, or become subject toownership of, as a result of the Interest by, through or in connection with under the Seller, or (iii) any breach or inaccuracy of any by Seller of the representations and warranties made by Seller in or Paragraph 3.01 above. Additionally, except to the extent Buyer shall indemnify Seller pursuant to this Agreement Paragraph 8.07 above, Seller shall indemnify, defend and hold Buyer, its directors, officers, employees, affiliates agents or representatives, successors and assigns harmless from and against any and all actions, claims, costs, damages or other expenses (it being understood that including, without limitation, reasonable attorney's fees) arising directly or indirectly from ownership or operation of the Assets and which accrued or relate to events occurring prior to the Effective Date (hereinafter called "Seller Indemnified Claims"); including, but not limited to: (i) the any claims listed on Exhibit "except forB" clause in Section 6.4 hereof and (ii) any waiver by Buyer Seller Indemnified Claims of the condition to Closing set forth in Section 6.4 hereof shall notany person, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) entity or third party for a breach personal injury (whether physical or inaccuracy of a representation or warranty made by Sellernon-physical), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement death or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)property damage, (iii) claims by third parties against the Buyer any Seller Indemnified Parties Claims relating to the operation and ownership by Seller or arising in connection with any provisions of any agreement related to the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers any Seller Indemnified Claims arising from or relating to any violation or alleged violation of laws or regulations, including laws and regulations concerning hazardous materials or the protection of the U.S. Display Business relating to products designedenvironment, manufactured, constructed, distributed, sold, leased, supported including any and all costs of compliance or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof remedial action necessary in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:connection therewith.

Seller’s Indemnity. Seller hereby agrees From and after Closing, subject to indemnify the provisions of this Agreement, Sellers shall, to the fullest extent permitted by law, PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS Buyer and hold Buyerits affiliates, its Affiliates and their respective including the directors, officers, directorsemployees, managersagents, members, employees and agents representatives of each of them (collectively, the "“Buyer Indemnified Parties") harmless ”), from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costs, diminution Claims (as defined in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred Section 14(e) below) attributable to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with arising out of: (i) any the breach or inaccuracy of any by Seller of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause contained in Section 6.4 5 hereof and (ii) or otherwise under any waiver certificates delivered by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)Sellers hereunder, (ii) any failure the breach by Seller to perform any Sellers of its their covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) under the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)Agreement, (iii) claims by third parties against any failure of Sellers to properly pay any royalties or taxes attributable to Sellers’ interests in the Buyer Indemnified Parties relating Properties or production therefrom, insofar as the same are attributable to pre-Effective Date production and pre-Effective Date periods, (iv) the duties, liabilities and obligations or alleged or threatened liabilities and obligations that arise from the Properties or the ownership or operation of the Properties, insofar as attributable to the operation and ownership by Seller period of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business time prior to the Effective Time of Closing, Date (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the other than those pre-Effective Time of Closing ("Product Warranty Claims"Date Assumed Obligations described in Sections 14(a)(B), 14(a)(C), 14(a)(D), 14(a)(F) and 14(a)(G) above), or (v) any other liability of Seller the Excluded Assets. Notwithstanding anything stated in this Agreement to third partiesthe contrary, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller in no event shall not Sellers ever be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(ifor Claims under Sections 14(b)(i), 14(b)(ii) hereof and 14(b)(iv) above in respect any amount exceeding, in the aggregate, fifty percent (50%) of the representations and warranties Base Purchase Price. After Closing, any assertion by Buyer that Sellers are liable under the terms of the indemnities provided by Section 14(b)(i) must be made by Buyer in writing and must be given to Sellers (or shall be deemed waived if not given) on or prior to the date that is twelve (12) months following the Closing Date. Any notice to Sellers shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller unless such right to indemnification is evaluate the assertion. All post-Closing claims by Buyer for a breach of any of Sellers’ representations in Section 5 shall be asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:only under Section 14(b)(i).

Seller’s Indemnity. Seller hereby agrees to shall be financially responsible for and shall defend, indemnify and hold Buyer harmless from the following claims (the “Seller’s Indemnifiable Claims”): (i) all returned Licensed Products received by Seller prior to March 31, 2007 which were sold and delivered by Seller prior to the Effective Date, (ii) chargeback claims and related administrative service fees for Licensed Products sold by Seller prior to the Effective Date, (iii) customer, supplier, vendor and manufacturer claims that arose prior to the Effective Date and received no later than one (1) year from the Effective Date, (iv) claims received within one (1) year of the Effective Date for indemnification under Section 14 of the License Agreement arising out of alleged defects in Licensed Products sold by Seller or its distributors, (v) claims by third parties relating to the execution of this Agreement and the transactions contemplated hereby, and (vi) claims and liabilities arising from Seller’s actions prior to the Effective Date under or in respect of the Assigned Agreements defined below regardless of when such claims and liabilities accrue. Buyer shall afford Seller the opportuntity to defend at Seller’s cost, all such claims, with counsel reasonably acceptable to Buyer, its Affiliates and their respective officerswill not settle or conmprise any such claims without Seller’s prior written consent, directors, managers, members, employees which consent will not be unreasonably withheld. Seller shall pay all Seller’s Indemnifiable Claims promptly upon the receipt of a written invoice for the same and agents (collectively, the "Buyer Indemnified Parties") harmless from shall pay all costs and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred attorney’s fees, arising from or related to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy defense of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of BuyerSeller’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Indemnifiable Claim.

Seller’s Indemnity. The Seller hereby agrees shall be liable to indemnify indemnify, defend and hold Buyer, its Affiliates harmless and their respective officers, directors, managers, members, employees and agents (collectivelyshall keep indemnified, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all losses, damages, costspenalties, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to including reasonable attorney’s fees and expenses) (collectively as "Losses"“Damages”), that [actually] incurred by the Buyer Indemnified Parties may at any time suffer or incurresulting from claims, actions, demands, or become subject toassessments, as a result [directly] by reason of or in connection with (i) any breach or inaccuracy of any [Seller’s Warranties] or covenant of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth contained in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Ancillary Agreements. [The Seller shall not be required to indemnify liable for any consequential, indirect or remote losses or damages.] For the purposes of this Clause, the Buyer Indemnified Parties pursuant shall invoke its rights to Section 8.1((a))(i) hereof be indemnified under the applicable periods set out in Clause 11 and not thereafter. It is further clarified that the Buyer shall not have any right to make any claim in respect of Seller’s Warranties after the representations and warranties made by Seller unless such right to indemnification expiry of applicable periods set out in Clause 11. Notwithstanding any contrary provision, as long as the claim is asserted by the Buyer Indemnified Parties in accordance with this Clause 12 on a timely basis, the claim shall continue to be valid and assertable even though the survival period may subsequently expire before the claim is resolved. On receipt of any notice of the assertion of any claim from the Buyer, which would entitle the Buyer to claim indemnification from the Seller under this Clause 12., the Buyer shall within thirty (whether or not such Losses have actually been incurred30) by days thereof provide a written notice of the same to the Seller along with all the relevant documents available with it in respect of the said claim specifying the claim, the amount claimed by the third party and the date on which the claim arose. [The Seller shall be entitled to, but not obliged to, participate in and control the defence or disposition of any such Proceeding at its own expense. If the Seller elects to control the defence of any such Proceeding, the Buyer shall render all necessary assistance including access to personnel and to all relevant documents and records that it possesses or controls to the extent necessary for the purposes of investigating the matter and enabling the Seller to take the action referred to in this Clause and the Seller shall be entitled to take copies of the documents and records. If the Seller takes control of the defence of any such Proceeding, it shall be deemed that the claim in respect of which such Proceeding has been filed, falls within the following time periods:scope of this indemnity Clause and the Seller shall indemnify the Buyer.] The Buyer shall give information and assistance that the Seller may reasonably request, at the cost of the Seller, to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against the third party the Seller’s right in relation to the matter and in connection with proceedings related to the matter, use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. Save and except a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), no claim which is of a value of Rs. [●] or less shall be made by the Buyer against the Seller. No claims shall be made by the Buyer against the Seller, until the aggregate of all claims and/or series of related claims against the Seller exceeds Rs. [●] (Rupees [●] only) in which case the aggregate of all such claims, including claims of less than Rs. [●] (except Schedule [●] Claims, each claim shall individually value Rs. [●] (Rupees [●] only) or more), shall be recoverable. For clarity, the minimum threshold of Rs. [●] shall not apply to a Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, the entire liability of the Seller whether the claim is made under this Agreement and/or under any of the Ancillary Agreements or under equity/Law shall not be more than Rs. [●].] Notwithstanding what is set out under Clauses 12.1 to 12.5 hereinabove, the Seller shall indemnify and keep indemnified, and shall defend and hold the Buyer harmless from and against, and shall reimburse, to the full extent, the Buyer in relation to the claims or losses incurred or suffered by the Buyer arising out of or in relation to the Refund Assets.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, indemnifies Purchaser against and agrees to defend promptly the Buyer Indemnified Parties hold it harmless from and to reimburse the Buyer Indemnified Parties for, any and all lossesdamage, damagesloss, costssettlement, diminution in valueobligation, expensesdeficiency, liabilities, obligations liability and claims of any kind, expense (including, without limitation, reasonable expenses of investigation and attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any action, suit or proceeding) (i“Damages”) demanded, claimed or threatened in writing against Purchaser arising out of (a) any breach liabilities and assets of Seller not expressly assumed or inaccuracy of any purchased hereunder; (b) the ownership or operation of the representations Assets and warranties made by Seller in Liabilities prior to the Closing Date; or pursuant (c) subject to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing limitation set forth in Section 6.4 hereof shall not9.4, in either case, in the breach of any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller in this Agreement. Purchaser agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder. Seller may, and at the request of Purchaser shall (unless Seller disclaims any liability or obligation under this Section 9.2 with respect to such suit, action or proceeding) participate in and control the defense of any such suit, action or proceeding at Seller)’s own expense. In any such suit, action or proceeding, Purchaser shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at Purchaser’s sole expense unless (i) Seller and Purchaser mutually agree to the retention of such counsel or (ii) the named parties to any failure such suit, action, or proceeding (including any impleaded parties) include both Seller and Purchaser, and in the reasonable judgment of Purchaser, representation of Seller and Purchaser by Seller the same counsel would be inadvisable due to perform actual or potential differing defenses or conflicts of interests between them. Purchaser shall have the right to settle or compromise any of its covenants claim or liability subject to indemnification under this Section, and obligations set forth in this Agreement or in any agreementto be indemnified from and against Damages resulting therefrom, document or instrument delivered pursuant hereto unless Seller, within sixty (it being understood that (i60) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer calendar days after receiving written notice of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants claim or obligations set forth herein), (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, notifies Purchaser that it intends to defend against such claim or otherwise by operation of Law); providedliability and undertakes such defense, howeveror, that if required in a shorter time than sixty (60) calendar days, Seller makes the requisite response to such claim or liability asserted. Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to liable under this Section 8.1((a))(i) hereof for any settlement in respect of the representations and warranties made by an amount greater than $50,000 unless Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether has given its prior written consent. Purchaser may settle any claim for $50,000 or not such Losses have actually been incurred) by written notice to Seller within the following time periods:less without Seller’s consent.

Seller’s Indemnity. Seller (a) Sellers hereby agrees to jointly and severally indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees agree to defend promptly the Buyer Indemnified Parties from from, and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) or any waiver other agreement or instrument delivered by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification Sellers pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), hereto; (ii) any failure by Seller of Sellers to perform carry out, perform, satisfy and discharge any of its covenants and covenants, agreements, undertakings, liabilities or obligations set forth in under this Agreement or in under any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification agreements and instruments delivered by Sellers pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), Agreement; (iii) claims by third parties (including governmental authorities) against the Buyer Indemnified Parties relating to the construction, operation and ownership by Seller Sellers of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller Sellers under the Contracts and in each case under this clause (iii) for the conduct of its U.S. Display Business period prior to the Effective Time including, without limitation, any claim of Closing, landlord's statutory lien; (iv) product warranty claims asserted by customers of the U.S. Display Business relating any violations of, or failure to products designedoperate in accordance with, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller necessary permits prior to the Effective Time of Closing ("Product Warranty Claims"), Time; and (v) any other liability and all liabilities and obligations of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:Sellers;

Seller’s Indemnity. Subject to Section 1.4 and the further provisions hereof, Seller hereby agrees to shall defend, indemnify and hold Buyer, its Affiliates affiliates, and its/their respective directors, officers, directorsemployees, managerscontractors, membersand representatives (which additional parties, employees and agents (collectivelytogether with Buyer, are hereinafter collectively referred to as the "“Buyer Indemnified Parties"”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesClaims arising from, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result out of or in connection with with, or otherwise relating to: (a) to the extent attributable to periods prior to the Effective Time, (i) the payment, underpayment or nonpayment of royalties by Seller on production from or attributable to Seller’s interest in the Leases, Units and Wxxxx, or the proper accounting or payment to parties for their interests therein, (ii) the payment, underpayment or nonpayment by Seller of property, ad valorem or severance taxes relating to the Assets, and (iii) the ownership or operation of the Assets; (b) any breach or inaccuracy of any representation or warranty of Seller set forth in this Agreement (and for the purposes of this Section 3.3(b)(b), any materiality qualifier contained in the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof 5.1 shall notbe interpreted to include any claim or item reasonably valued at more than Twenty-Five Thousand and No/100 Dollars ($25,000.00)); (c) Seller’s breach of, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform or satisfy, any of its covenants and obligations set forth hereunder; and (d) any Environmental Defect, as defined in Section 7.2, attributable to the Assets and the periods prior to the Effective Date. Seller shall not be liable to the Buyer Parties under this Agreement or in Section 3.3(b) with respect to any agreement, document or instrument delivered pursuant hereto (it being understood that Claim unless (i) the "material" qualifiers amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in Section 6.1 hereof excess of $25,000 (the “Individual Indemnification Threshold”) and (ii) any waiver by the aggregate amount of all Claims meeting the Individual Indemnification Threshold is in excess of One Million and No/100 Dollars $1,000,000 (the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller shall then only be liable for those Claims exceeding the Aggregate Indemnification Threshold, excluding such Claims as were aggregated to reach the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, the cumulative obligation of Seller to Buyer of Parties under this Section 3.3(b) will be limited to the condition Indemnity Amount and will be payable solely from the Escrow Account. Seller’s obligation to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification indemnify the Buyer Parties pursuant to this Section 8.1(a)(ii3.3(b) will expire with respect to any Claim for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties against the which a Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall Party has not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written provided notice to Seller within as provided in Section 3.3(d) on or prior to 5:00 p.m., Shreveport, Louisiana time, on the day that is one (1) year following time periods:the Closing Date (the “Closing Period Termination Date”). The foregoing will not limit the rights of Buyer Parties to proceed against the Seller as provided herein after the Closing Period Termination Date with respect to Claims for which a Buyer Party has provided notice to Seller as provided in Section 3.3(d).

Seller’s Indemnity. From and after the Closing, Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.3, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)all Retained Liabilities, (iii) any failure of Seller or Manager to have reported and/or paid any and all taxes assessed or assessable by the City of Pasadena, the County of Los Angeles, the State of California or any other governmental authority arising or related in any way to the Hotel for the period prior to the Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any person or any claims by third parties against for any debt or obligations occurring on, or in connection with, the Buyer Indemnified Parties Property or any portion thereof at any time or times prior to Closing (expressly excluding Liabilities (x) for changes to, remediation of, or repairs to the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the operation and ownership by Seller physical condition, structural or environmental condition of the Assets and the use of the items of real or personal property held by Seller pursuant property, in each case, except to the Contractsextent the same expressly constitutes a breach of a Seller Representation in accordance with, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior subject to the Effective Time terms of, clause (i) above), but specifically excluding, in each instance of Closingclauses (i) through (iv), (ivA) product warranty claims asserted by customers any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported liabilities or installed by Seller or services performed by Seller prior obligations for which Purchaser received a credit at Closing (but only to the Effective Time extent of Closing such credit theretofore received by Purchaser), ("Product Warranty Claims")C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing, and (vD) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any other liability Liabilities incurred in relation to the physical condition of Seller to third parties, other than any Assumed Liability the Property (including without limitation any liability that becomeslimitation, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect environmental condition of the representations Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and warranties made by Seller unless such right conditions of Section 15.2, including, but not limited to Seller’s indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:obligations referenced therein.

Seller’s Indemnity. (a) Seller and each Shareholder hereby agrees jointly and severally agree to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees agree to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ ' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller and the Shareholders in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and Agreement; (ii) any waiver by Buyer matter set forth on Schedule 3.5 attached hereto; (iii) any failure of Seller or the Shareholders to carry out, perform, satisfy and discharge any of its or their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification documents and instruments delivered by Seller or the Shareholders pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof Agreement; and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iiiiv) claims by third parties against the Buyer Indemnified Parties relating to the operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the ContractsAssets, the performance by Seller under the Contracts and the conduct of its U.S. Display Business business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller Buyer shall not have the right to be required to indemnify the Buyer Indemnified Parties pursuant to indemnified, held harmless from, defended or reimbursed under Section 8.1((a))(i8.1(a)(i) hereof in respect of the representations and warranties made by Seller unless and the Shareholders only if such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within on or before the following time periods:tenth anniversary of the Closing Date.

Seller’s Indemnity. Seller hereby agrees Subject to indemnify the limitations of Section 11.2(E), Sellers shall, jointly and severally, indemnify, defend and hold Buyer, harmless the Buyer and its Affiliates and their respective officers, directors, managersemployees, memberspartners, employees affiliates (including but not limited to the Company and agents the Subsidiaries), agents, successors, subsidiaries and permitted assigns (collectively, the "“Buyer Indemnified Parties"Group”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesliabilities, damages, costsobligations, diminution in value, expenses, liabilities, obligations claims and claims of any kind, expenses (including, without limitation, costs of investigation and defense and reasonable attorneys’ fees and other legal costs and expenses attorney’s fees) (hereinafter referred to collectively as "“Losses"), ”) that any member of the Buyer Indemnified Parties may at any time suffer Group sustains or incur, or become becomes subject to, to as a result of, arising out of or in connection with relating to (i) any the breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing Seller Parties made herein (except those set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller3), (ii) the breach of any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer agreements of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth Parties made herein), (iii) claims by third parties against the Buyer Indemnified Parties any Third Party Claims (as defined in Section 11.2(C) below) arising out of or relating to the operation and ownership by Seller of the Assets Shares, the operation of the Company and the use of the items of real Subsidiaries or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business the business of the Company and the Subsidiaries (or any of them) in any period prior to the Effective Time of ClosingClosing Date, (iv) product warranty claims asserted by customers any penalties or interest related to any state sales, use, income, franchise or property Tax of the U.S. Display Business relating to products designedCompany or any of the Subsidiaries due but unpaid as of the Closing Date, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability state sales, use, income, franchise or property Tax (exclusive of Seller to third parties, other than any Assumed Liability penalties or interest) of the Company or any of the Subsidiaries due but unpaid as of the Closing Date and that HTRN or any wholly-owned subsidiary thereof (including without limitation the Company) is or becomes obligated to pay or agrees to pay, and (vi) the failure of the Company or any liability that becomesSubsidiary as of the Closing Date to be duly qualified to do business as a foreign organization and to be in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or is alleged the nature of the activities conducted by it, requires such qualification. Subject to have becomethe limitations of Section 11.2(E), a liability each Seller and Additional Seller shall, severally and not jointly, indemnify, defend and hold harmless each member of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant Group from and against any and all Losses that any member of the Buyer Indemnified Group sustains or becomes subject to Section 8.1((a))(i) hereof in respect as a result of, arising out of or relating to the breach by such Seller or Additional Seller, as the case may be, of any of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:set forth in Section 3 herein.

Seller’s Indemnity. From and after the Closing, Seller hereby agrees to save, protect, defend, indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser’s Indemnitees from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, against any and all lossesloss, damagesdamage, costsclaim, diminution in valuecause of action, expensescost or expense or any other Liabilities, liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) or Seller’s covenants in Article X, subject in each instance, to the "except for" clause in terms of this Agreement, including, but not limited to, the provisions of Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller)5.3, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein)all Retained Liabilities, (iii) any failure of Seller or Manager to have reported and/or paid any and all taxes assessed or assessable by the City of Minneapolis, the County of Hennepin, the State of Minnesota or any other governmental authority arising or related in any way to the Hotel for the period prior to the Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any person or any claims by third parties against for any debt or obligations occurring on, or in connection with, the Buyer Indemnified Parties Property or any portion thereof at any time or times prior to Closing (expressly excluding Liabilities (x) for changes to, remediation of, or repairs to the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the operation and ownership by Seller physical condition, structural or environmental condition of the Assets and the use of the items of real or personal property held by Seller pursuant property, in each case, except to the Contractsextent the same expressly constitutes a breach of a Seller Representation in accordance with, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior subject to the Effective Time terms of, clause (i) above), but specifically excluding, in each instance of Closingclauses (i) through (iv), (ivA) product warranty claims asserted by customers any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of the U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported liabilities or installed by Seller or services performed by Seller prior obligations for which Purchaser received a credit at Closing (but only to the Effective Time extent of Closing such credit theretofore received by Purchaser), ("Product Warranty Claims")C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing, and (vD) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any other liability Liabilities incurred in relation to the physical condition of Seller to third parties, other than any Assumed Liability the Property (including without limitation any liability that becomeslimitation, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect environmental condition of the representations Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and warranties made by Seller unless such right conditions of Section 15.2, including, but not limited to Seller’s indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:obligations referenced therein.

Seller’s Indemnity. Seller hereby agrees to indemnify and hold Buyer, its Affiliates harmless Purchaser and their respective Purchaser Principals and Purchaser’s officers, directors, managers, partners, shareholders, members, employees employees, contractors, attorneys, representatives, successors, and agents assigns (the “Purchaser and Purchaser Principals Indemnitees”) from and against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “Damages”) to which Purchaser and Purchaser Principals Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims terms of any kindthis Agreement or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement herein or in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(ii) for the failure by Seller to perform any of its the covenants or obligations set forth herein)contained in this Agreement or other document delivered hereunder or pursuant this Agreement. In addition, Seller will indemnify and hold harmless the Purchaser and Purchaser Principals Indemnitees for any Damages to which the Purchaser and Purchaser Principals Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) the operation of the Business before Closing and/or any use of the Assets by Seller before Closing; (ii) any fraud or intentional misrepresentation of Seller; (iii) claims by third parties against the Buyer Indemnified Parties relating to the operation any and ownership by all taxes, fines, interest and/or penalties of Seller of the Assets and the use of the items of real for all taxable periods ending on or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts and the conduct of its U.S. Display Business prior to the Effective Time of before Closing, ; or (iv) product warranty claims asserted any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by customers of the U.S. Display Business relating contract or pursuant to products designedany law, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and (v) any other liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomesrule, or is alleged regulation, which taxes relate to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger an event or successor liability, transaction occurring before or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:on Closing.