Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. Sellers shall, jointly and severally, indemnify Buyer and the Company and each of their respective officers, directors, employees, agents, representatives, affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, 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 expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) arising from or related to: (i) any misrepresentation or the breach of any representation or warranty made by 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 covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or the ownership, use, occupancy or operation of any asset owned by the 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 transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Date.

Seller’s Indemnity. Sellers (i) From and after the Closing, each Seller shall, jointly severally and severallynot jointly, and in proportion to their relative ownership of Purchased Shares, indemnify Buyer and the Company defend Buyer, and each of their respective its successors and assigns, officers, directors, employees, agentsadvisors, representatives, affiliates, successors and permitted assigns affiliates (collectivelyas applicable, the “Buyer PartiesIndemnified Party”) ), and hold each of them harmless from and against any and pay on behalf of or reimburse such Buyer Parties in respect of any lossall claims, liabilityjudgments, damageproceedings, debtactions, obligationsuits, deficiencyinvestigations, fineliabilities, 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, penaltieslosses, reasonable attorneys’ costs (including the reasonable fees and expensesdisbursements of attorneys), court costs expenses and all amounts paid in investigationdamages, defense including without limitation under federal or settlement of provincial or state securities laws, but excluding any of the foregoing) incidental, consequential or punitive damages, (collectively, “Losses” and individually, a “LossDamages”) directly or indirectly based on, arising from out of or related relating to: (iA) any misrepresentation or the breach of or inaccuracy in any representation or warranty made by of the Company or any Seller contained set forth in this Agreement, or ; (B) 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 covenant or agreement made by of the Company or the any Seller contained set forth in this Agreement or Schedule hereto any of the other agreements, certificates and instruments delivered or any certificate required to be delivered by the Company to Buyer with respect hereto hereunder or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company Agreement to be performed at or the ownership, use, occupancy or operation of any asset owned by the Company prior to the Closing; (C) any liability of the Company that accrues after the Closing DateDate for Taxes for all periods ending on or before the Closing Date (the “Pre-Closing Periods”), including, but not limited to, the employment to Taxes for a Pre-Closing Period arising as a result of any Personfederal or provincial governmental action, personal injury claimsincluding any audit, breach of contract and the failure to comply with any Law and any liabilities assessment or obligations arising under any Environmental Laws; or (iv) any Taxes relating to the transfer reassessment of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on 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 representation or warranty of that Seller set forth in Section 4 of this Agreement or with respect to any breach of covenant of and by that Seller under this Agreement.

Seller’s Indemnity. (a) Each of the Sellers shall(collectively, the "Indemnifying Parties") hereby jointly and severally, severally agrees to indemnify and hold the Buyer and the Company and each of Xxxx Group entities, their respective officers, directors, employees, agents, representatives, affiliates, directors and shareholders and their successors and permitted assigns (collectivelyeach, the “Buyer Parties”) and hold each of them an "Indemnified Party"), harmless from and against against, any and pay on behalf of or reimburse such Buyer Parties in respect all losses, damages, costs, expenses, liabilities, obligations, claims of any losskind, 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 expenses, court other legal costs and all amounts paid expenses and diminution in investigationvalue, defense whether or settlement not involving a third party claim (hereinafter referred to collectively as "Losses"), that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) arising from or related toin connection with: (i) any misrepresentation breach or the breach inaccuracy of any representation or warranty of the representations and warranties made by the Sellers in or pursuant to this Agreement (other than those contained in Section 3.19(c), (d), (e), (f), (k) and --------------------------------------- (l); (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 Seller contained in of their covenants, agreements, undertakings, liabilities or obligations under this Agreement, Agreement or under any Schedule hereto or any certificate of the documents and instruments delivered by the Company or any Seller Company, its Subsidiaries, the Sellers pursuant to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of any covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or the ownership, use, occupancy or operation of any asset owned by the 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 LawsRetained Liabilities; or (iv) any Taxes relating the fees and obligations described on Schedule 3.25; ------------- (v) environmental-related Losses to the transfer extent arising from the operation of the Company’s 2014 Dodge Ram standard cab pickup from business or ownership of the Company to Sellers, whether assessed prior to, on Real Property or after the Closing Date.Assets by the

Seller’s Indemnity. Sellers shallSeller covenants and agrees to ------------------- indemnify and hold harmless the Buyer, jointly and severally, indemnify Buyer and the Company and each of their respective its officers, directors, employees, agents, representativesadvisers, affiliates, successors representatives and permitted assigns Affiliates (collectively, the “"Buyer Parties”Indemnities") and hold each of them harmless from and against against, and pay on behalf of or reimburse such the Buyer Parties in respect of Indemnities for, any lossand all claims, liabilityliabilities, damageobligations, debtlosses, obligationfines, deficiencycosts, fineroyalties, claimproceedings, cause of actiondeficiencies or damages (whether absolute, feeaccrued, cost conditional or expense of any kind or nature whatsoever, otherwise and whether or not arising out of resulting from third party claims claims), including out-of-pocket expenses and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ ' and accountants' fees and expenses, court costs and all amounts paid incurred in investigation, the investigation or defense or settlement of any of the foregoing) same or in asserting any of their respective rights hereunder (collectively, “"Losses” and individually") incurred after the Final Closing, a “Loss”) arising resulting from or related toarising out of: (ia) any misrepresentation or the breach material inaccuracy of any representation or warranty made by the Company Seller herein or in any Seller contained in this Agreementexhibit or schedule hereto, or in any Schedule other statement, certificate or document furnished or to be furnished to Buyer pursuant 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, ; or (iib) the breach any failure of any Seller to perform any covenant or agreement made hereunder. Such indemnity obligations of Seller to Buyer for Losses may be collected only by the Company or the offset under any obligation otherwise owed to Seller contained in this Agreement or Schedule hereto or any certificate delivered of its affiliates, related parties, or principals by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations any of Company its affiliates or the ownership, use, occupancy or operation of any asset owned by the 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 transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Daterelated parties.

Seller’s Indemnity. Sellers shall(a) Except as provided in subsection (b) herein, jointly for a period of three (3) years from the Closing Date, Seller shall indemnify, defend and severallyhold Purchaser, indemnify Buyer its affiliates (including without limitation, Company), and the Company and each of their respective directors, officers, directors, employees, agentsattorneys, representatives, affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them agents harmless from and against any and pay on behalf of or reimburse such Buyer Parties in respect of any lossall liabilities, liabilitylosses, damagedamages, debtclaims, obligation, deficiency, fine, claim, cause causes of action, fee, cost or expense of any kind or nature whatsoever, whether or not arising out of third party claims costs and regardless of when asserted expenses (collectively "Claims") (including, without limitation, interest, penalties, reasonable attorneys’ ' fees and expensesexpenses and court costs), court costs whether known or unknown, whether suit is instituted or not, and, if instituted, whether at any trial and all amounts paid in investigationappellate level, defense for the period prior to the Closing, arising out of, relating to or settlement of any of the foregoing) (collectively, “Losses” and individually, as a “Loss”) arising from or related toresult of: (ia) any misrepresentation Company's and/or Seller's ownership or the breach of any representation or warranty made by 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 covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations operation of Company or the ownershipPractice, use, occupancy including any defects in title; (b) any other actions or operation omissions of any asset owned by the 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; (d) the conduct of Company's business on or prior to the date of the Closing, including, but not limited towithout limitation, the employment of any Person, personal injury claims, breach of contract and the failure to comply with any Law and any liabilities litigation now existing or obligations hereafter arising under any Environmental Laws; or (iv) any Taxes relating to the transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, such conduct occurring on or after prior to the Closing Date, (e) any 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 of Seller been true and correct, had each of the covenants of Company and Seller been performed in full, and had Company and Seller paid, discharged and performed all of the liabilities and obligations of the Seller.

Seller’s Indemnity. Sellers shallSubject to the limitations set forth herein, jointly and severally, Seller hereby agrees to indemnify Buyer and the Company its Affiliates, and each of their respective stockholders, officers, directors, employees, agents, representatives, affiliatescounsel, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) ), against, and agrees to hold each of them the Buyer Indemnified Parties harmless from and against and pay on behalf of from, any Loss incurred or reimburse suffered by such Buyer Indemnified Parties in respect of any loss(individually, “Claim” or collectively, “Claims”), directly or indirectly (whether based on contract, tort, product liability, damagestrict liability or otherwise), debtincurred in litigation or otherwise, obligationand any investigation relating thereto, deficiencyby any of the Buyer Indemnified Parties, fine, claim, cause of action, fee, cost to the extent resulting from or expense of any kind or nature whatsoever, whether or not arising out of third party claims and regardless of when asserted of: (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement a) any breach of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) arising from representations or related to: (i) any misrepresentation or the breach warranties of any representation or warranty made by the Company Seller or any Seller of its Affiliates contained in this Agreement, (b) nonfulfillment of or any Schedule hereto or any certificate delivered failure by the Company or any Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of perform any covenant or agreement made or undertaken by the Company Seller or the any Seller contained its Affiliates in this Agreement Agreement, (c) all Excluded Liabilities, or Schedule hereto (d) any Liability of Seller that becomes a Liability of any Buyer Indemnified Parties under bulk sales, bulk transfers or similar applicable Laws of any certificate delivered jurisdiction, under any common law doctrine or de facto merger or successor liability, or otherwise by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or the ownership, use, occupancy or operation of any asset owned by the 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 transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Dateapplicable Law.

Seller’s Indemnity. Sellers shallSubject to the limitations set forth herein, jointly and severally, Seller hereby agrees to indemnify Buyer and the Company its Affiliates, and each of their respective stockholders, officers, directors, employees, agents, ​ ​ ​ representatives, affiliatescounsel, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) ), against, and agrees to hold each of them the Buyer Indemnified Parties harmless from and against and pay on behalf of from, any Loss incurred or reimburse suffered by such Buyer Indemnified Parties in respect of any loss(individually, “Claim” or collectively, “Claims”), directly or indirectly (whether based on contract, tort, product liability, damagestrict liability or otherwise), debtincurred in litigation or otherwise, obligationand any investigation relating thereto, deficiencyby any of the Buyer Indemnified Parties, fine, claim, cause of action, fee, cost to the extent resulting from or expense of any kind or nature whatsoever, whether or not arising out of third party claims and regardless of when asserted of: (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement a) any breach of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) arising from representations or related to: (i) any misrepresentation or the breach warranties of any representation or warranty made by the Company Seller or any Seller of its Affiliates contained in this Agreement, (b) nonfulfillment of or any Schedule hereto or any certificate delivered failure by the Company or any Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of perform any covenant or agreement made or undertaken by the Company Seller or the any Seller contained its Affiliates in this Agreement Agreement, (c) all Excluded Liabilities, or Schedule hereto (d) any Liability of Seller that becomes a Liability of any Buyer Indemnified Parties under bulk sales, bulk transfers or similar applicable Laws of any certificate delivered jurisdiction, under any common law doctrine or de facto merger or successor liability, or otherwise by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or the ownership, use, occupancy or operation of any asset owned by the 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 transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Dateapplicable Law.

Seller’s Indemnity. Sellers shallTo the fullest extent permitted by applicable law, jointly Seller shall forever indemnify, defend and severallyhold harmless Constellation, indemnify Buyer and the Company and each of their respective officersits parents, Affiliates, directors, officers, employees, agents, representatives, affiliatesagents (including but not limited to Affiliates and contractors and their employees), successors and permitted assigns (collectivelyassigns, the “Buyer Parties”) and hold each of them harmless from and against all liabilities, losses, penalties, claims, demands, judgments, actions, costs and pay on behalf of or reimburse such Buyer Parties in respect of any loss, 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 expenses (including, without limitation, interest, penalties, reasonable attorneys’ fees and expensescosts of litigation), court costs and all amounts paid in investigation, defense or settlement proceedings of any nature whatsoever, based upon or arising out of damage to property or injuries to persons (including death) including, without limitation, the foregoing) Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes of this Section 8.1, “LossesInjury” and individuallyor “Damage”), a “Loss”) arising from in connection with Seller’s performance or related to: (i) any misrepresentation or the breach of any representation or warranty made by the Company or any Seller contained in failure to perform its obligations under this Agreement, or any Schedule hereto or any certificate delivered by the Company or any Seller to Buyer with respect hereto or thereto Contract and/or in connection with the transactions contemplated herebyServices or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, to the extent that they arise out of, are incident to or result directly or indirectly from (iia) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the breach performance of any covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto Transaction or any certificate delivered by activities of the Company to Buyer with respect hereto Seller’s personnel on the premises of, or thereto in connection with any property of, the transactions contemplated by this Agreement; (iii) the operations of Company buyer or the ownership, use, occupancy or operation of any asset owned by the Company prior to the Closing Dateits Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to, the employment of any Person, personal injury claims, breach of contract to Affiliates and the failure to comply with any Law contractors and any liabilities or obligations arising under any Environmental Laws; or (iv) any Taxes relating to the transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Datetheir employees).

Seller’s Indemnity. Sellers shallSeller shall indemnify, jointly defend and severallyhold harmless the Buyer, indemnify Buyer and the Company and each of their respective its directors, officers, directors, employees, agentsaffiliates, agents or representatives, affiliates, successors and permitted assigns from and against any and all Claims arising directly or indirectly as the result of (collectivelyi ) any claim by any person, entity or third party which claims an interest in, or ownership of, the “Interest by, through or under the Seller, or (ii) any breach by Seller of the representations and warranties made by Seller in Paragraph 3.01 above. Additionally, except to the extent Buyer Parties”) shall indemnify Seller pursuant to Paragraph 8.07 above, Seller shall indemnify, defend and hold each of them Buyer, its directors, officers, employees, affiliates agents or representatives, successors and assigns harmless from and against any and pay on behalf of all actions, claims, costs, damages or reimburse such Buyer Parties in respect of any loss, 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 other expenses (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense attorney's fees) arising directly or settlement of any indirectly from ownership or operation of the foregoing) Assets and which accrued or relate to events occurring prior to the Effective Date (collectivelyhereinafter called "Seller Indemnified Claims"); including, “Losses” and individually, a “Loss”) arising from or related but not limited to: (i) any misrepresentation or the breach claims listed on Exhibit "B" (ii) any Seller Indemnified Claims of any representation person, entity or warranty made by the Company third party for personal injury (whether physical or non-physical), death or property damage, (iii) any Seller contained in this Agreement, Indemnified Claims relating to or any Schedule hereto or any certificate delivered by the Company or any Seller to Buyer with respect hereto or thereto arising in connection with the transactions contemplated hereby, (ii) the breach any provisions of any covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or the ownership, use, occupancy or operation of any asset owned by the Company prior related 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; Assets or (iv) any Taxes 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 transfer protection of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellersenvironment, whether assessed prior to, on including any and all costs of compliance or after the Closing Dateremedial action necessary in connection therewith.

Seller’s Indemnity. (a) Each of the Sellers shall(collectively, the "Indemnifying Parties") hereby jointly and severally, severally agrees to indemnify and hold the Buyer and the Company and each of Xxxx Group entities, their respective officers, directors, employees, agents, representatives, affiliates, directors and shareholders and their successors and permitted assigns (collectivelyeach, the “Buyer Parties”) and hold each of them an "Indemnified Party"), harmless from and against against, any and pay on behalf of or reimburse such Buyer Parties in respect all losses, damages, costs, expenses, liabilities, obligations, claims of any losskind, 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 expenses, court other legal costs and all amounts paid expenses and diminution in investigationvalue, defense whether or settlement not involving a third party claim (hereinafter referred to collectively as "Losses"), that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) arising from or related toin connection with: (i) any misrepresentation breach or the breach inaccuracy of any representation or warranty of the representations and warranties made by the Sellers in or pursuant to this Agreement (other than those contained in Section 3.19(c), (d), (e), (f), (k) and (l); (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 Seller contained in of their covenants, agreements, undertakings, liabilities or obligations under this Agreement, Agreement or under any Schedule hereto or any certificate of the documents and instruments delivered by the Company or any Seller Company, its Subsidiaries, the Sellers pursuant to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of any covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement; (iii) the operations of Company or Retained Liabilities; (iv) the ownership, use, occupancy or fees and obligations described on Schedule 3.25; (v) environmental-related Losses to the extent arising from the operation of any asset owned the business or ownership of the Real Property or Assets by the Company or any of its Subsidiaries prior to the Closing Date, including, but without limitation, those matters listed on Schedule 8.02(a)(v); (vi) Losses arising from the matters set forth on Schedule 8.02(a)(vi); and (vii) Losses arising from the matters set forth on Schedule 8.02(a)(vii); provided, however, that the Indemnifying Parties shall not limited tobe required to indemnify and hold the Indemnified Parties harmless (A) pursuant to Section 8.02(a)(i) or (ii) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Indemnifying Parties within 18 months of the 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 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 employment 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 Personobligation to indemnify the Indemnified Parties under Section 8.02(a)(i), personal injury claims(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 contract 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 the failure to comply with any Law $20,000,000 limits and any liabilities Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties, covenants or obligations arising under any Environmental Laws; made by Sellers in Section 3.26, 3.27, 8.02(a)(v), 8.02(a)(vi) or (iv) any Taxes relating vii), shall be indemnifiable without regard to the transfer of $500,000 limit but shall be subject to the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or after the Closing Date$20,000,000 limit).