Common use of Survival Indemnification Clause in Contracts

Survival Indemnification. All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.

Survival Indemnification. All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing The representations, warranties and covenants of the indemnifying party are untrueParties contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement. Subject to the provisions of this Section 10(a), together Borrower will indemnify and hold Lender and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Lender Party” and collectively, the “Lender Parties”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees) fees and costs of investigation that any such Lender Party may suffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by Borrower in this Agreement or in the Loan Documents or (ii) any action instituted against the Lender Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of Borrower with respect to any of the Contemplated Transactions (unless such losses action is based upon (a) a breach of such Lender Party’s representations, warranties or arising therefrom covenants under this Agreement or incurred the Loan Documents; (b) materially false or misleading information included in the Proxy Statement and furnished by such Lender Party; (c) any violations by such Lender Party of state or federal securities laws or (d) any conduct by such Lender Party which constitutes fraud, gross negligence or willful misconduct). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify Borrower in writing, and Borrower shall assume the other defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Any Lender Party shall have the right to employ separate counsel in connection with enforcement any such action and participate in the defense thereof, but the fees and expenses of this indemnification provision. Each party such counsel shall be at the expense of such Lender Party except to the extent that (v) the employment thereof has been specifically authorized by Borrower in writing, (w) Borrower has failed after a reasonable period of time to assume such defense and to employ counsel or (x) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Borrower and the position of such Lender Party, in which case Borrower shall be responsible for its or his own costs the reasonable fees and expenses in connection with of no more than one such separate counsel. Borrower will not be liable to any Lender Party under this Agreement (y) for any settlement by a Borrower Party effected without Borrower’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the transactions being contemplated herebyextent, including attorneys’ fees. Buyer shall promptly notify Seller but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any claims and fully cooperate with Seller of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the defense thereofLoan Documents. The parties have agreed that there indemnity agreements contained herein shall be no escrow in addition to any cause of action or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out similar right of any claims made Lender Party against Buyer related Borrower or others and any liabilities Borrower may be subject to the Business prior pursuant to the Closing out of the deferred portion of the Purchase Pricelaw.

Survival Indemnification. (a) All covenantsrepresentations, representations warranties, covenants and warranties agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for a period of twelve months after the date hereoftwo years, except that any (i) with respect to claims asserted pursuant to this Section 10.1 before the expiration of the applicable representation or warranty relating to taxes warranty, such claims shall survive for until the applicable statutory limitation period date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to 3.16 shall survive until the end of the foregoing survival periods applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 10.1 shall survive until resolvedindefinitely. Each All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereby hereunder. No claim may be commenced under this Section 10.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to defend, indemnify and hold harmless the other partyPurchaser, its Affiliates, and their respective officers, directors, officersemployees and duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner, employees, advisors and affiliates, harmless member or stockholder of any of them from and against any and all losses, claims, damages or liabilities resulting from any claim, lawsuit or damages (collectively, “Losses”) arising other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of or in connection with or founded on a claim that any of (A) the foregoing representations, warranties transactions contemplated by this Agreement and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its Documents, whether or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.not

Survival Indemnification. All covenants, None of the representations and warranties of Sellers, ISG and Buyer made in this Agreement shall survive for a period the Closing Date and all of twelve months after such representations and warranties shall be extinguished by the date hereofClosing. All covenants and agreements of the parties contained in this Agreement shall survive the Closing, except that Sellers shall have no monetary obligation to ISG or Buyer for breach of any representation covenant or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder agreement other than insofar as may arise under Section 3.4 or any indemnity claim hereunder asserted prior other affirmative obligation of Seller to make any payment under this Agreement. If the end of the foregoing survival periods Closing occurs, Buyer shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors harmless Sellers and affiliates, harmless from their respective Affiliates and Related Persons against any and all losses, claimsliability, liabilities expense or damages damage that result from or arise out of (collectivelya) the Assumed Liabilities, “Losses”(b) all Taxes arising (i) as a result of the transactions contemplated by this Agreement, (ii) during the period beginning on the Closing Date and ending on the last day of the Debtors' Bankruptcy Cases, in each case, only where such Taxes would not have otherwise been due had the sales by the Debtors to Buyer not qualified as transactions described in Section 368(a)(1)(G) of the Code, and (iii) as a result of any indemnity payment made under this clause (b), (c) Buyer's failure to obtain the transfer to Buyer of the Permits that are required to operate the Acquired Assets under the applicable Environmental Laws or any post-Closing violation of any such Permit and (d) relating to or arising out of or in connection with or founded on a claim that any the continued operation of the foregoing representations, warranties Railroad Subsidiaries between the Closing Date and covenants the date on which Buyer either closes on the purchase of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out assets of the deferred portion of Railroad Subsidiaries or elects to eliminate such assets from the Purchase PriceAcquired Assets.

Survival Indemnification. (a) All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereinin this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 12 months (except covenants that are required to be performed after the Closing Date and the representations contained in Sections 3.1, 3.2 and 3.3, which shall survive indefinitely). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally adjudicated or otherwise resolved. (b) The Company agrees to indemnify and hold harmless each Investor, each Investor Affiliate and each of their respective officers, directors, agents, employees, partners, members, representatives, heirs, successors and assigns (each an "indemnified person") net of tax benefits, from and against (and to reimburse each indemnified person as the same are incurred) any and all losses (including, but not limited to, impairment of the value of the Notes as of the date such loss first becomes known) claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, (ii) any breach of any covenant or agreement contained herein by the Company or (iii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Transactions, and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any claims made against Buyer related of the foregoing, provided (a) the Company shall have no obligation to indemnify any indemnified person for any Loss resulting from any breach of any representation or warranty hereunder (other than representations and warranties contained in Sections 3.1, 3.2 or 3.3, which shall be indemnified from the first dollar of Loss) unless and until the aggregate amount of all such Losses exceeds $1,000,000 (and then only to the Business prior extent of such excess) and (b) the maximum amount indemnifiable to indemnified persons for breaches of the representations or warranties contained in this Agreement shall not exceed $25,000,000. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Closing out Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the deferred Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Investors agree that any payment of Losses made hereunder will be treated by the parties on their tax returns as an adjustment to the purchase price of and the Notes. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of its Affiliates causes any such payment not to be treated as an adjustment to purchase price of and the Notes, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Indemnifying Party under this Section 8.1 shall survive the transfer or redemption of the Notes, or the closing or termination of any Transaction Document. The agreements contained in this Section 8.1 shall be in addition to any other rights of the Indemnified Party against the Indemnifying Party or others. The Indemnifying Party consents to personal jurisdiction, service and venue in any court in the State of New York. (g) All obligations of the Investors hereunder shall be several and not joint. If any Investor fails to exchange shares of Original Preferred Stock or Original Warrants for the Notes and its pro rata portion of the Purchase PriceCash Proceeds or otherwise defaults on any liability or obligation under this Agreement, no other Investor will have any obligation to purchase any such Notes or take or refrain from taking any action on account of such defaulting Investor.

Survival Indemnification. All covenantsrepresentations, representations warranties and warranties covenants contained in this Agreement and the indemnification contained herein shall survive for a period (a) the acceptance of twelve months after this Agreement by the date hereofCompany, except that any representation (b) changes in the transactions, documents and instruments described herein which are not material or warranty relating which are to taxes shall survive for the applicable statutory limitation period your benefit, and any claim for amounts payable hereunder (c) your death or any indemnity claim hereunder asserted prior disability. You hereby agree to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendindemnify, indemnify defend and hold harmless the other partyCompany, its the Series and Managing Member and their respective officers, directors, officers, employees, advisors direct and affiliatesbeneficial owners and their successors and assigns (each a “Company Party”), harmless from and against any and all losses, claims, liabilities damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or damages amounts paid in settlement of actions (collectively, “LossesClaims”) arising out of or in connection with or founded on a claim that any of resulting from the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller untruth of any claims and fully cooperate with Seller representation or warranty made by you herein or the breach of any representation, warranty or covenant herein made by you. In this connection, you acknowledge that the Company may elect to (i) cancel the Auction or allow only 100% Bidders to bid in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to Auction if the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business Offering Statement is not qualified prior to the Closing out time of the deferred portion Auction, (ii) not accept your Winning Bid subsequent to the Auction if it determines you are not a Qualified Purchaser or otherwise ineligible to hold Shares in the Company commensurate with your Winning Bid, (iii) terminate the Offering prior to or subsequent to the Auction for any reason, including those events described in the Preliminary or Final Offering Circular providing for such termination, or (iv) suspend or stop the Auction and cancel all previously submitted bids if there is force majeure event of any kind, including a malfunction with the Auction Platform or the communication link to the actual Auction. You further acknowledge and agree that you may not assert a Claim against the Company or any other Company Party should any such event occur notwithstanding that you may have submitted a bid prior to or at the time of the Purchase PriceAuction which, but for such event, would have been a Winning Bid.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period the Closing Date, notwithstanding any due diligence investigation conducted by or on behalf of twelve months after the date hereof, except that any representation or warranty relating to taxes Purchasers. The representations and warranties of each Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and Closing notwithstanding any claim for amounts payable hereunder due diligence investigation conducted by or any indemnity claim hereunder asserted prior to the end on behalf of the foregoing survival periods shall survive until resolved. Each party hereby Company. (ii) The Company agrees to defend, indemnify and hold the other party, harmless each Purchaser and its Affiliates and their respective directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents, harmless and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) arising out to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. (iii) Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or founded on a claim that expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the foregoing representationsindemnified party, warranties and covenants consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating giving by the claimant or plaintiff to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each indemnified party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller release from all liability in respect of their representations, warranties and covenants contained herein, such claim or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricelitigation.

Survival Indemnification. All covenants, (a) The representations and warranties of Buyer contained in this Agreement shall survive for a period of twelve the Closing until the date that is six (6) months after the date hereof, except that Closing Date (the “Survival Period”). Seller shall not have any claim or right of recovery for any Breach of a representation or warranty relating unless (x) written notice is given by Seller to taxes shall survive Buyer of the representation or warranty pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the applicable statutory limitation period purported Breach of the representation or warranty, the amount or nature of the claim being made, if then ascertainable, and any claim for amounts payable hereunder or any indemnity claim hereunder asserted the general basis therefor and (y) such notice is given prior to the end expiration of the foregoing survival periods shall survive until resolved. Each party Survival Period. (b) Buyer hereby agrees to defend, indemnify and hold the other partySeller and its officers, its directors, officersshareholders, employees, advisors and affiliates, attorneys, accountants and agents (collectively, the “Seller Parties”) harmless from from, against and against in respect of: (i) any and all lossesloss suffered or incurred by any of the Seller Parties by reason of any untrue representation, claimsbreach of warranty or non-fulfillment of any covenant by Buyer contained herein or in any schedule, liabilities exhibit, certificate, document or damages instrument delivered to Seller pursuant hereto or in connection herewith; (collectivelyii) any and all loss suffered or incurred by any of the Seller Parties in respect of, “Losses”) arising out of or in connection with or founded on a claim that arising out of any Assumed Liabilities from and after the Closing Date; (iii) any and all losses suffered or incurred by any of the Seller Parties arising from Buyer’s use or operation of the Supermarkets or the Acquired Assets from and after the Closing Date; (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including legal fees and expenses, incident to any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and (v) any claim by the other any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with enforcement any of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricethis Agreement.

Survival Indemnification. All covenants, 7.1. The representations and warranties of the TPG Parties in this Agreement Section 5 and the representations and warranties of the BOP Parties in Section 6 shall survive for a period of twelve months one (1) year after the date hereofClosing. 7.2. From and after the Closing, except that any representation or warranty relating to taxes TPG Parent shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendindemnify, indemnify protect, defend and hold harmless the other party, its directors, officers, employees, advisors BOP Parties and affiliates, harmless the Partnership and their respective successors and assigns from and against any claim, loss, liability, damage, cost or expense (including, but not limited to reasonable attorneys’ fees and all losses, claims, liabilities or damages expenses) (collectively, “Losses”) arising out of or in connection with or founded on a claim that (i) the breach of any of the foregoing representations, representations or warranties and covenants of the indemnifying party are untrueTPG Parties in Section 5 and (ii) any claims for commissions, together fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or of the TPG Parties in connection with this Agreement. In determining the amount of any Losses incurred by the other BOP Parties or the Partnership from a breach of a representation or warranty by TPG Parties, the amount of such Losses shall be offset and reduced by the value of any benefits that accrue in connection with enforcement of this indemnification provisionsuch breach. Each For example, if TPG Parties fail to disclose a material existing obligation to pay a leasing commission to a third party shall be responsible for its or his own costs and expenses broker in connection with a future lease renewal or expansion by a tenant, there would be no Losses for purposes hereof resulting from such failure of disclosure as long as the transactions being contemplated herebycommission was a market rate commission and was payable only in connection with an expansion or extension of a lease. Likewise, including attorneys’ fees. Buyer shall promptly notify Seller if TPG Parties fail to disclose a material future tenant improvement allowance to be paid to a tenant in connection with such tenant’s expansion of its premises, the amount of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall Losses from such failure of disclosure would be no escrow or other security withheld to secure Buyer against claim arising out of or related limited to the Seller’s Businessamount by which such undisclosed tenant improvement allowance exceeds the then market rate of such tenant improvement allowances for similar lease terms, reflecting the amount of space and the rent to be paid by the tenant under such expansion of its lease. 7.3. In lieu of an escrowFrom and after the Closing, Seller has agreed that Buyer may offset the BOP Parties shall indemnify, protect, defend and hold harmless the TPG Parties and the Partnership and its successors and assigns from and against any Losses arising out of a or in connection with (i) the material breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion representations or warranties of the Purchase PriceBOP Parties in Section 6 and (ii) any claims for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with any of the BOP Parties in connection with this Agreement.

Survival Indemnification. (a) All covenantsrepresentations, representations warranties, covenants and warranties agreements (except covenants and agreements which are expressly required to be performed and are performed in full on or before a Closing Date) contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive such Closing for a period of twelve months after the date hereoftwo years, except that any (i) with respect to claims asserted pursuant to this Section 9.1 before the expiration of the applicable representation or warranty relating to taxes warranty, such claims shall survive for until the applicable statutory limitation period date they are finally liquidated or otherwise resolved, (ii) Sections 3.10, 3.15 and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to 3.16 shall survive until the end of the foregoing survival periods applicable statute of limitations (as waived, tolled or amended), and (iii) Section 3.2 and this Section 9.1 shall survive until resolvedindefinitely. Each All statements as to factual matters contained in any certificate, document or other instrument executed and delivered by the parties pursuant hereto shall be deemed to be representations, warranties and covenants by such party hereby hereunder. No claim may be commenced under this Section 9.1 (or otherwise) following expiration of the applicable period of survival, and upon such expiration the Indemnifying Party shall be released from all liability with respect to claims under each such section not theretofore made by the Indemnified Party. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (i) The Company agrees to defend, indemnify and hold harmless the other partyPurchaser, its Affiliates, and their respective officers, directors, officers, employees, advisors employees and affiliates, harmless duly authorized agents and each of their affiliates and each other person controlling the Purchaser or any of their Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and any partner of any of them from and against any and all losses, claims, damages or liabilities resulting from any claim, lawsuit or damages (collectively, “Losses”) arising other proceeding by any person to which any party indemnified under this clause may become subject which is related to or arises out of (A) the transactions contemplated by this Agreement and the other Documents, whether or in connection with not consummated, (B) any breach of, or founded on a claim that failure to perform any of the foregoing representations, warranties and warranties, covenants or agreements made in any of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred Documents by the other in connection with enforcement Company or (C) any action or omission of this indemnification provision. Each party shall be responsible for the Company or any of its or his own costs and expenses Subsidiaries in connection with the transactions being contemplated herebyhereby or by the other Documents, including attorneys’ feesand will reimburse the Purchaser and any other party indemnified under this clause for all reasonable out-of-pocket expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by the Purchaser or any such other party indemnified under this clause and further agrees that the indemnification and reimbursements commitments herein shall apply whether or not the Purchaser or any such other party indemnified under this clause is a formal party to any such lawsuits, claims or other proceedings. Buyer The foregoing provisions are expressly intended to cover, without limitation, reimbursement of legal and other expenses incurred in a deposition or other discovery proceeding. (ii) Notwithstanding the foregoing clause (i), the Company shall promptly notify Seller not be liable to any party otherwise entitled to indemnification pursuant thereto: (A) in respect of any claims loss, claim, damage, liability or expense to the extent the same is determined, in final judgment by a court having jurisdiction, to have resulted from the gross negligence or willful misconduct of such party or (B) for any settlement effected by such party without the written consent of the Company, which consent shall not be unreasonably withheld. (c) If a person entitled to indemnity hereunder (an "Indemnified Party") asserts that any party hereto (the "Indemnifying Party") has become obligated to the Indemnified Party pursuant to Section 9.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party agrees to notify the Indemnifying Party promptly and fully to cooperate with Seller the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense thereofof such suit, action or proceeding, including making available any information, documents and things in the possession of the Indemnified Party which are reasonably necessary therefor. The parties have agreed that there Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be no escrow affected by any failure to give, or other security withheld to secure Buyer against claim arising out of or related delay in giving, notice unless, and only to the Seller’s Business. extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of such failure or delay. (d) In lieu fulfilling its obligations under this Section 9.1, after providing each Indemnified Party with a written acknowledgment of any liability under this Section 9.1 as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an escrow, Seller has agreed that Buyer may offset unconditional release from all liability with respect to such claim or consent to entry of any Losses arising out of a breach by Seller of their representations, warranties and covenants judgment. Notwithstanding anything to the contrary contained herein, the Indemnifying Party may retain one firm of counsel to represent all Indemnified Parties in such claim, action or out proceeding; provided, however, that in the event that the defendants in, or targets of, any such claim, action or proceeding include more than one Indemnified Party, and any Indemnified Party shall have reasonably concluded, based on the opinion of its own counsel, that there may be one or more legal defenses available to it which are in conflict with those available to any other Indemnified Party, then such Indemnified Party may employ separate counsel to represent or defend it or any other person entitled to indemnification and reimbursement hereunder with respect to any such claim, action or proceeding in which it or such other person may become involved or is named as defendant and the Indemnifying Party shall pay the reasonable fees and disbursement of such counsel. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and to direct the defense or investigation of such claim, action or proceeding if (A) in the written opinion of counsel to the Indemnified Party, use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a conflict of interest, or (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any claims made against Buyer related such claim or institution of any such action or proceeding. In all other situations, the Indemnified Party shall have the right to participate in the defense or investigation of such claim, action or proceeding if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or if the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (e) If for any reason (other than the gross negligence or willful misconduct referred to in subclause (b)(ii) above) the foregoing indemnification by the Company is unavailable to any Indemnified Party or is insufficient to hold it harmless as and to the Business prior extent contemplated by subclauses (b), (c) and (d) above, then the Company shall contribute to the Closing out amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the deferred portion of relative benefits received by the Purchase PriceCompany and its Affiliates, on the one hand, and the Purchaser and any other applicable Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

Survival Indemnification. All covenants, None of the representations and warranties of Sellers, ISG and Buyer made in this Agreement shall survive for a period the Closing Date and all of twelve months after such representations and warranties shall be extinguished by the date hereofClosing. All covenants and agreements of the parties contained in this Agreement shall survive the Closing, except that Sellers shall have no monetary obligation to ISG or Buyer for breach of any representation covenant or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder agreement other than insofar as may arise under Section 3.4 or any indemnity claim hereunder asserted prior other affirmative obligation of Seller to make any payment under this Agreement. If the end of the foregoing survival periods Closing occurs, Buyer shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors harmless Sellers and affiliates, harmless from their respective Affiliates and Related Persons against any and all losses, claimsliability, liabilities expense or damages damage that result from or arise out of (collectivelya) the Assumed Liabilities, “Losses”(b) all Taxes arising (i) as a result of the transactions contemplated by this Agreement, (ii) during the period beginning on the Closing Date and ending on the last day of the Debtors’ Bankruptcy Cases, in each case, only where such Taxes would not have otherwise been due had the sales by the Debtors to Buyer not qualified as transactions described in Section 368(a)(1)(G) of the Code, and (iii) as a result of any indemnity payment made under this clause (b), (c) Buyer's failure to obtain the transfer to Buyer of the Permits that are required to operate the Acquired Assets under the applicable Environmental Laws or any post-Closing violation of any such Permit and (d) relating to or arising out of or in connection with or founded on a claim that any the continued operation of the foregoing representations, warranties Railroad Subsidiaries between the Closing Date and covenants the date on which Buyer either closes on the purchase of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out assets of the deferred portion of Railroad Subsidiaries or elects to eliminate such assets from the Purchase PriceAcquired Assets.

Survival Indemnification. All covenants(a) The obligations of the Borrowers under SECTIONS 2.11, representations 2.12, 2.13, 2.20, 6.9 and warranties in this Agreement 10.2 shall survive for a period the repayment of twelve months the Loans and the termination of the Commitments, the Term Loan Commitments and the Swing Line Commitments. (b) If after receipt of any payment of all or any part of the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable outstanding hereunder or under the Notes, any indemnity claim hereunder asserted prior Bank is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, the end of Transaction Documents shall continue in full force and the foregoing survival periods Borrowers shall survive until resolved. Each party hereby agrees to defendbe liable, and shall indemnify and hold each Agent and the Banks harmless for, the amount of such payment surrendered and any fees and expenses incurred in enforcing this indemnity provision. The provisions of this Section shall be and remain effective notwithstanding any contrary action which may have been taken by any Agent or any Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent's and the Banks' rights under the Transaction Documents and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this Section shall survive the termination of this Agreement and the other partyTransaction Documents. (c) The Borrowers shall indemnify and hold harmless each Agent, its the Banks and their respective Affiliates, Subsidiaries, successors, assigns, officers, directors, shareholders, employees and agents from any and all liability, damages, costs, claims, losses, suits, actions, legal or administrative proceedings, interest, expenses and attorneys' fees (including any such fees and expenses incurred in enforcing this indemnity provision) incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by any Borrower of the proceeds of the Loans. (d) The Borrowers shall indemnify, defend and hold harmless each Agent and the Banks and their Subsidiaries, Affiliates, successors, assigns, partners, officers, employees, advisors directors, shareholders, and affiliatesagents ("Indemnified Parties"), harmless from and against any and all lossesliability, damages, costs, claims, liabilities losses, suits, actions, legal or damages administrative proceedings, interest, expenses, reasonable attorneys' fees (collectivelyincluding any such fees and expenses incurred in enforcing this indemnity -107- 113 provision), “Losses”) and reasonable consultants' fees and expert witness fees, resulting from, arising out of or in connection any way connected with (1) any liability, Response, Removal or founded on a claim Remedial Actions or any third party claims relating to the Environmental Laws or the environmental condition of the Real Property; (2) the presence of any Hazardous Substance on, about, beneath or arising from any Real Property, (3) the failure of any Borrower, any Subsidiary, any past or present occupant, or any future occupant that controls, is controlled by, or is under common control with any Borrower, of any Real Property (whether owner, tenant, subtenant or any other occupant) to comply with the Environmental Laws; (4) the untruth or breach of any of the foregoing representations, representations or warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) contained herein relating to such losses the Environmental Laws; or arising therefrom (5) the imposition or incurred by the other recording of any Lien against any Real Property in connection with enforcement any Hazardous Substances on, about, beneath or arising from the Real Property or pursuant to any of this indemnification provision. Each party the Environmental Laws, provided, however, that the Borrowers shall not be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of required to indemnify any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related Indemnified Party to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, extent the liability resulted from or out of any claims made against Buyer related to the Business prior to the Closing arose out of the deferred portion gross negligence or willful or reckless act or omission of that Indemnified Party. The indemnities contained in this Section shall survive the discharge of the Purchase PriceTransaction Documents, whether through full payment and performance of the Obligations or otherwise, including without limitation, the termination of the Commitment.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company and the Purchaser contained in this Agreement Sections 2 and 3, and the agreements and covenants set forth in Sections 4 and 8 shall survive for a period any termination of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby this Agreement. (ii) The Company agrees to defendindemnify, indemnify defend and hold Purchaser and the other partyofficers, its directors, officers, employees, advisors agents and affiliatesaffiliates of Purchaser (collectively, a "Purchaser Indemnitee") harmless from and against against, for and in respect of any and all damages, losses, obligations, liabilities, claims, liabilities actions or damages causes of action, encumbrances, costs, or expenses, including without limitation reasonable costs and expenses of investigation, expenses and disbursements of counsel, consultants and other experts, and interest and penalties (collectively, “"Losses”") suffered, sustained, incurred or required to be paid by a Purchaser Indemnitee arising out of or in connection with or founded on as a result of (i) the breach by the Company of any representation, warranty, covenant or agreement made by it contained in this Agreement or any other Transaction Document and (ii) any third party claim that made or asserted against a Purchaser Indemnitee in whole or in part in respect of any of the foregoing representations, warranties and covenants transactions contemplated by this Agreement or any of the indemnifying party are untrueother Transaction Documents (regardless of whether such claim is made or asserted before or after the First Funding Closing). (iii) The Purchaser agrees to indemnify, together with defend and hold the Company harmless from and against, for and in respect of any and all costs and expenses (including reasonable attorneys’ fees) relating actions or losses suffered, sustained, incurred or required to such losses or arising therefrom or incurred be paid by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim Company arising out of or related in connection with or as a result of the breach by the Purchaser of any representation, warranty, covenant or agreement made by it contained in this Agreement or any other Transaction Document. (iv) Any party (the "Indemnified Party") entitled to indemnity from any other party (the "Indemnifying Party") shall give the Indemnifying Party prompt written notice of the assertion of any third party claim (a "Third Party Claim") that may serve as a basis for indemnity hereunder; provided, however, that failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the Seller’s Businessextent that the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to so notify. The Indemnifying Party shall be entitled to assume the defense of any such Third Party Claim by providing written notice no later than ten (10) days from receipt of notice of the assertion of any Third Party Claim unless the Indemnified Party shall in good faith determine that such representation would result in a conflict of interest. In lieu the event, the Indemnifying Party shall fail to assume the defense of an escrowthe Third Party Claim within the ten-day period set forth above or the defense by the Indemnifying Party would result in a conflict of interest, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representationsthe Indemnifying Party shall be entitled to retain its own counsel, warranties at the Indemnifying Party's expense, and covenants contained herein, or out to control the defense of any claims made against Buyer related to Third Party Claim. If the Business prior to Indemnifying Party shall assume the Closing out of defense, it shall not compromise or settle any Third Party Claim without the deferred portion of Indemnified Party's consent unless (A) the Purchase Pricesole relief provided is monetary damages that are paid in full by the Indemnifying Party and (B) the Indemnified Party receives an unconditional full release.

Survival Indemnification. All (a) The covenants, agreements, representations and warranties of Seller and Purchaser contained herein or in this Agreement any certificate or other writing delivered pursuant hereto or in connection herewith and any indemnification obligations relating thereto shall survive for a period of twelve months three (3) years after the date hereofClosing Date; provided, except that however that, with respect to Taxes, any covenants, agreements, indemnity obligations, representations or warranties shall survive until 180 days after the expiration of the applicable statutory period of limitations (giving effect to any waiver or extension thereof). Notwithstanding the preceding sentence, any covenant, agreement, representation or warranty in respect of which indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to such sentence if notice of the inaccuracy or breach thereof giving rise to such indemnity shall have been given to the party against whom such indemnity may be sought, prior to such time. (b) Seller hereby agrees to indemnify Purchaser against and to hold it harmless from any and all actual Damages incurred or suffered by Purchaser arising out of or relating to: (i) the breach of any representation or warranty relating made by Seller contained in this Agreement or in any document delivered by Seller pursuant to taxes shall survive for this Agreement; (ii) the applicable statutory limitation period and breach or non-fulfillment of any claim for amounts payable hereunder covenant or agreement to be performed by Seller contained in this Agreement; or (iii) any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party Excluded Liability. (c) Purchaser hereby agrees to defend, indemnify each Seller Indemnitee against and to hold the other party, its directors, officers, employees, advisors and affiliates, it harmless from and against any and all losses, claims, liabilities actual Damages incurred or damages (collectively, “Losses”) suffered by such Seller Indemnitee arising out of or relating to: (i) the breach of any representation or warranty made by Purchaser contained in connection with this Agreement or founded on in any document delivered by Purchaser pursuant to this Agreement; (ii) the breach or non-fulfillment of any covenant or agreement to be performed by Purchaser contained in this Agreement; or (iii) any Assumed Liability. To the extent that a claim party’s indemnification obligations set forth in this Section 8.01 may be unenforceable because it is violative of any Applicable Law or public policy, the Indemnifying Party will contribute the maximum portion that any it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or actual Damages incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Priceindemnified party.

Survival Indemnification. All covenants, representations and warranties in this Agreement (a) The Initial Closing Representations shall survive the Initial Closing for a period of twelve months one year after the date hereofof the Initial Closing. (b) If the Subsequent Closing occurs, except that any representation or warranty relating to taxes the Subsequent Closing Representations shall survive the Subsequent Closing for a period of one year after the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end date of the foregoing survival periods Subsequent Closing. (c) The Company shall survive until resolved. Each party hereby agrees to defend, indemnify and hold harmless the other party, its directors, officers, employees, advisors and affiliates, harmless Investor from and against any and all lossesIndemnifiable Losses (as defined below); provided, claimshowever, liabilities that no claim with respect to Indemnifiable Losses may be asserted unless written notice of such claim describing in detail the facts and circumstances with respect to the subject matter of such claim is received by the Company on or damages prior to: (collectivelyi) in the case of Indemnifiable Losses with respect to the shares of Series A Preferred Stock purchased at the Initial Closing, “the date on which the Initial Closing Representations cease to survive as set forth in Section 7.02(a); and (ii) in the case of Indemnifiable Losses with respect to the shares of Series A Preferred Stock purchased at the Subsequent Closing (if any), the date on which the Subsequent Closing Representations cease to survive as set forth in Section 7.02(b). The Company is not making any representations and warranties other than the Initial Closing Representations in connection with the Initial Closing and the Subsequent Closing Representations in connection with the Subsequent Closing. (d) For purposes of this Section 7.02: (i) "Indemnifiable Losses”" means (A) with respect to the shares of Series A Preferred Stock purchased by the Investor at the Initial Closing, Losses arising out of or in connection with or founded on a claim that any the failure of the foregoing representations, warranties Initial Closing Representations to be true and covenants correct as of the indemnifying party are untruedate of the Initial Closing, together provided, however, that in no event shall the amount of such Indemnifiable Losses exceed the purchase price of such shares of Series A Preferred Stock and (B) with respect to the shares of Series A Preferred Stock purchased by the Investor at the Subsequent Closing (if any), Losses arising out of the failure of the Subsequent Closing Representations to be true and correct as of the date of the Subsequent Closing, up to a maximum amount equal to the purchase price for the shares of Series A Preferred Stock purchased at the Subsequent Closing; and (ii) "Losses" means any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom actually suffered or incurred by the other in connection with enforcement of this indemnification provision. Each party Investor, but shall be responsible for its not include any consequential damages or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related that could have been avoided if the Investor had taken reasonable steps to the Business prior to the Closing out of the deferred portion of the Purchase Pricemitigate its Losses.

Survival Indemnification. All covenants, (a) The representations and warranties contained in this Agreement shall survive for a period of twelve months after two years following the date hereofClosing, except that any representation or warranty relating to taxes the representations and warranties set forth in Section 3.2(c) shall survive for the applicable statutory limitation period and without termination. All statements as to factual matters contained in any claim for amounts payable hereunder certificate or any indemnity claim hereunder asserted prior to the end other instrument delivered by or on behalf of the foregoing survival periods Company or a Purchaser pursuant hereto in connection with the transactions contemplated hereby shall survive until resolved. Each party hereby agrees be deemed to defendbe representations and warranties by the Company or such Purchaser hereunder solely as of the date of such certificate or instrument. (b) The Company and each of the Purchasers, severally and not jointly in proportion to its respective purchase of the Shares, agree to indemnify and hold harmless the other party, its directors, officers, employees, advisors and affiliates, harmless (each an "Indemnified Party") from and against (and to reimburse each Indemnified Party as the same are incurred) any and all losses, claims, liabilities or damages damages, liabilities, costs and expenses (but excluding in each case consequential damages) (collectively, “"Losses”") to which any Indemnified Party may become subject or which any Indemnified Party may incur based upon, arising out of of, or in connection with a breach of any representation, warranty or founded on a claim that covenant of this Agreement by such Purchaser or the Company, as the case may be, and to reimburse each Indemnified Party upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing representationsforegoing, warranties and covenants provided the maximum amount indemnifiable by the Company to a particular Purchaser, or by a particular Purchaser to the Company, shall not exceed an amount equal to such Purchaser's Purchase Price paid for the Shares. Except with respect to third party claims being defended in good faith or claims for indemnification with respect to which there exists a good faith dispute, the Indemnifying Party shall satisfy its indemnification obligation within 30 days of receipt of notice of claim from the Indemnified Party. (c) The Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the indemnifying party are untrueIndemnifying Party. Upon such notification, together with the Indemnifying 14 18 Party shall assume the defense of such action brought by a third party, and after such assumption the Indemnified Party shall not be entitled to reimbursement of any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other it in connection with enforcement such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of this indemnification provision. Each party such counsel shall be responsible for its at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary or his own costs (iii) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and expenses in connection with the transactions being contemplated herebyIndemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. No Indemnifying Party, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereofof a third party claim shall, except with the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed by such Indemnifying Party), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all Liability in respect of such claim. The parties have agreed that there Indemnifying Party shall not be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset liable for any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out settlement of any claims made proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against Buyer related to the Business prior to the Closing out any loss, damage or Liability by reason of the deferred portion of the Purchase Pricesuch settlement or judgment.

Survival Indemnification. (a) All covenantsrepresentations, representations warranties, covenants and warranties in this Agreement obligations shall survive for a period the Closing. (b) Mxxxxx shall indemnify, defend and hold harmless Worthington Industries and WI Products and their respective officers, directors, employees and agents (collectively, the “Worthington Indemnified Persons”) from, and will pay to the Worthington Indemnified Persons the amount of, any loss, liability, claim, damage, expense, fine or penalty (collectively, “Damages”), arising out of, resulting from or relating to any breach by Mxxxxx of twelve months after the date hereof, except that any representation or warranty relating of Mxxxxx pursuant to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder this Agreement or any indemnity claim hereunder asserted prior other Worthington/Mxxxxx Relationship Agreement or any failure of Mxxxxx to duly perform any covenant or obligation to be performed by Mxxxxx pursuant to this Agreement or any other Worthington/Mxxxxx Relationship Agreement, including, without limitation, the end obligation to cause the dismissal with prejudice of all claims and counterclaims brought by Mxxxxx and MCP in the foregoing survival periods Litigation as to Worthington Industries and WI Products. (c) Worthington Industries and WI Products shall survive until resolved. Each party hereby agrees to defendjointly and severally indemnify, indemnify defend and hold the other partyharmless Mxxxxx and its officers, its directors, officers, employees, advisors employees and affiliates, harmless from and against any and all losses, claims, liabilities or damages agents (collectively, the “LossesMxxxxx Indemnified Persons”) from, and will pay to the Mxxxxx Indemnified Persons the amount of any Damages arising out of of, resulting from or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together relating to with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses breach by Worthington Industries or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller WI Products of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall representation or warranty of either pursuant to this Agreement or any other Worthington/Mxxxxx Relationship Agreement or any failure by either to duly perform any covenant or obligation to be no escrow performed by Worthington Industries or WI Products pursuant to this Agreement or any other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase PriceWorthington/Mxxxxx Relationship Agreement.

Survival Indemnification. All covenants, (a) The Purchaser covenants that its representations and warranties contained herein shall be true in all respects as of the Closing date of the sale of the Shares pursuant to this Agreement. All representations and warranties and other agreements made by the Purchaser in this Agreement or pursuant hereto shall survive for a period the Closing date. (b) The Sellers covenant that (i) their representations and warranties contained herein shall be true in all respects as of twelve months after the Closing date hereof, except of the sale of the Shares pursuant to this Agreement and (ii) that any representation the representations and warranties of the Company contained in the Share Exchange Agreement shall be true in all respects as of the Closing Date (as defined in the Share Exchange Agreement). All representations and warranties and other agreements made by the Sellers in this Agreement or warranty relating to taxes the Share Exchange Agreement shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior Closing date. (c) Subject to the end provisions of this Section (c), the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendSellers will, indemnify jointly and severally, indemnify, defend and hold the other party, Purchaser and its directors, officers, employeesshareholders, advisors members, partners, employees and affiliatesagents (each, a “Purchaser Party”) harmless from and against any and all losses, liabilities, obligations, claims, liabilities contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or damages (collectively, “Losses”) arising out incur as a result of or in connection with or founded on a claim that relating to any breach of any of the foregoing representations, warranties and warranties, covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred agreements made by the other Sellers in connection with enforcement of this indemnification provisionAgreement or in the related documents. Each party If any action shall be responsible for its or his own costs and expenses brought against any Purchaser Party in connection with the transactions being contemplated herebyrespect of which indemnity may be sought pursuant to this Agreement, including attorneys’ fees. Buyer such Purchaser Party shall promptly notify Seller the Sellers in writing, and the Sellers shall have the right to assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to employ separate counsel in any claims such action and fully cooperate with Seller participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Sellers in writing, (ii) the Sellers have failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Sellers and the position of such Purchaser Party. The parties have agreed that there Sellers will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Sellers’ prior written consent, which shall not be no escrow unreasonably withheld or other security withheld to secure Buyer against claim arising out of delayed; or related (ii) to the Sellerextent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s Business. In lieu breach of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their the representations, warranties and warranties, covenants contained herein, or out of any claims agreements made against Buyer by the Purchaser in this Agreement or in the other related to the Business prior to the Closing out of the deferred portion of the Purchase Pricedocuments.

Survival Indemnification. 10.1 All of the warranties, representations, covenants, representations terms, and warranties conditions (collectively “Warranties”) set forth in this agreement shall survive unless otherwise expressly stated in this Agreement; and such Warranties shall survive the Closing. Purchaser shall have no right to xxx Seller for any breach of any Warranty unless Purchaser first provides Seller with written notice of such claim. Seller shall indemnify and hold Purchaser harmless from and against all claims, losses, liabilities and expenses (including but not limited to reasonable attorneys’ fees actually incurred and court costs) incurred by Purchaser as a result of the inaccuracy of any representation of Seller under this Agreement or Seller’s failure to comply with its obligations under this Agreement or the Assignment and Assumption Agreement. Purchaser shall indemnify and hold Seller harmless from and against all claims, losses, liabilities and expenses (including but not limited to reasonable attorneys’ fees actually incurred and court costs) incurred by Seller as a result of the inaccuracy of any representation of Purchaser under this Agreement or Purchaser’s failure to comply with its obligations under this Agreement or the Assignment and Assumption Agreement. (a) A claim for indemnification under this Article 10 (an “Indemnification Claim”) shall be made by the party seeking indemnification (the “Indemnitee”) by delivery of a written declaration to the party against whom indemnification is sought (the “Indemnitor”). The Indemnification Claim shall request indemnification, specify the basis on which indemnification is sought and the amount of asserted losses, and any other information the Indemnitee has concerning any possible and, in the case of any suit, action, administrative or other proceeding, arbitration, cause of action, charge, claim, or complaint instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a “Third Party Claim”), such other information as the Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee and any others entitled to indemnification pursuant to Section 10.1 above that the Indemnitor may designate in such proceeding and shall pay the fees and expenses of such counsel related to such Third Party Claim, as incurred. In the event of any such Third Party Claim, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the Indemnitor and the Indemnitee shall have mutually agreed in writing to the contrary; (ii) the Indemnitor has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnitee; (iii) the Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitor; (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (v) the Indemnitor shall have approved the separate counsel (which approval shall not be unreasonably withheld, conditioned or delayed). Subject to the foregoing, it is understood and agreed that the Indemnitor shall not, in connection with any Third Party Claim or related proceeding arising out of the same general allegation or circumstances in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnitees, and that all such fees and expenses shall be reimbursed as they are incurred. The Indemnitor shall not be liable for any settlement of any Third Party Claim effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnitor agrees to indemnify any Indemnitee from and against any loss or liability by reason of such settlement or judgment. No Indemnitor shall, without the prior written consent of the Indemnitee, effect any settlement of any pending or threatened Third Party Claim in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (1) includes an unconditional release of such Indemnitee from all liability on claims that are the subject matter of such proceeding and (2) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnitee or an admission of criminal liability. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor shall have thirty (30) business days to object to such Indemnification Claim by delivery of a written notice to the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor, provided that the Indemnitor was properly served with notice of the Indemnification Claim prior to the commencement of such thirty (30) business day period, and Indemnitor shall pay the Indemnification Claim to Indemnitee within ten (10) business days after the expiration of the thirty (30) business day objection period. If an objection is timely delivered by the Indemnitor, then the Indemnitee and the Indemnitor shall negotiate in good faith for a period of sixty (60) business days from the date (the “Negotiation Period”) the Indemnitee receives such objection. After the Negotiation Period, if the Indemnitor and the Indemnitee still cannot agree on the resolution of an Indemnification Claim, either the Indemnitor or Indemnitee may submit the dispute to a court of competent jurisdiction. However, nothing in this Agreement shall survive for prevent the parties from seeking relief in a period court of twelve months equity. 10.3 Assuming that the Closing occurs, any payment, fee or other compensation relating to the Owner Participant Interest received by Seller after the date hereofClosing which relates to any period after the Closing shall promptly, except but in any event within five (5) business days after receipt, be paid to Purchaser and, until paid to Purchaser, shall be received and held by Seller for the benefit of Purchaser. 10.4 Assuming that the Closing occurs, if Purchaser shall receive any representation payment, fee or warranty other compensation relating to taxes shall survive for the applicable statutory limitation Owner Participant Interest which relates to any period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods Closing, Purchaser shall survive promptly, but in any event within five (5) business days after receipt, be paid to Seller and, until resolved. Each party hereby agrees paid to defendSeller, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred amount received by the other in connection with enforcement of this indemnification provision. Each party Purchaser shall be responsible received and held by Purchaser for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller benefit of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period the Closing, notwithstanding any due diligence investigation conducted by or on behalf of twelve months after the date hereof, except that any representation or warranty relating to taxes such Purchaser. The representations and warranties of such Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and Closing notwithstanding any claim for amounts payable hereunder due diligence investigation conducted by or any indemnity claim hereunder asserted prior to the end on behalf of the foregoing survival periods shall survive until resolved. Each party hereby Company. (ii) The Company agrees to defend, indemnify and hold the other party, harmless each Purchaser and its Affiliates and their respective directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents, harmless and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) arising out to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. (iii) Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or founded on a claim that expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the foregoing representationsindemnified party, warranties and covenants consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating giving by the claimant or plaintiff to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each indemnified party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller release from all liability in respect of their representations, warranties and covenants contained herein, such claim or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricelitigation.

Survival Indemnification. All covenants, The representations and warranties contained in this Agreement shall survive the Closing for a period of twelve months after the date hereofthree (3) years, except that the representation and warranty set forth in Section 4.12, which shall survive without limitation. Each of the covenants contained in this Agreement shall survive the Closing for such period of time as is necessary for it to be fully performed as described in this Agreement. Seller agrees to indemnify Buyer with respect to, and hold Buyer harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which Buyer may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon (a) the inaccuracy of any representation or warranty relating made by Seller in this Agreement, or (b) the failure of Seller to taxes shall survive for the applicable statutory limitation period and comply with any covenants or other commitments made by Seller in this Agreement [provided, however: (i) that notice of any claim for amounts payable indemnification hereunder with respect to any inaccuracy of a representation or any indemnity warranty made by Seller in this Agreement shall be made within three (3) years following the Closing Date, and (ii) no claim hereunder asserted prior shall be brought except to the end extent that such claim, when aggregated with all previous claims, shall exceed Ten Thousand Dollars ($10,000). Any claim for a breach of a covenant shall be subject to the foregoing survival periods applicable legal statute of limitations for bringing such claim In no event shall survive until resolvedSeller be liable for a claim for indemnification which exceeds the Purchase Price paid and to be paid hereunder. Each party hereby Buyer agrees to defendindemnify Seller with respect to, indemnify and hold the other partySeller harmless from, its directorsany loss, officersliability or expense (including, employeesbut not limited to, advisors and affiliatesreasonable legal fees) which Seller may directly or indirectly incur or suffer by reason of, harmless from and against any and all lossesor which results, claims, liabilities or damages (collectively, “Losses”) arising arises out of or is based upon (a) the inaccuracy of any representation or warranty made by Buyer in connection this Agreement, or (b) the failure of Buyer to comply with any covenants or founded on other commitments made by Buyer in this Agreement [provided, however: (i) that notice of any claim for indemnification hereunder with respect to any inaccuracy of a representation or warranty made by Buyer in this Agreement shall be made within three (3) years following the Closing Date, and (ii) no claim shall be brought except to the extent that such claim, when aggregated with all previous claims, shall exceed Ten Thousand Dollars ($10,000). Any claim for a breach of a covenant shall be subject to the applicable legal statute of limitations for bringing such claim In no event shall Buyer be liable for a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this for indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of which exceeds the Purchase PricePrice paid and to be paid hereunder.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period each Closing, notwithstanding any due diligence investigation conducted by or on behalf of twelve months after the date hereof, except that any representation or warranty relating to taxes Purchaser. The representations and warranties of the Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and each Closing notwithstanding any claim for amounts payable hereunder due diligence investigation conducted by or any indemnity claim hereunder asserted prior to the end on behalf of the foregoing survival periods shall survive until resolved. Each party hereby Company. (ii) The Company agrees to defend, indemnify and hold harmless the other party, Purchaser and its Affiliates and their respective directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents, harmless and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) arising out to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. (iii) Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or founded on a claim that expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the foregoing representationsindemnified party, warranties and covenants consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating giving by the claimant or plaintiff to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each indemnified party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller release from all liability in respect of their representations, warranties and covenants contained herein, such claim or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricelitigation.

Survival Indemnification. All covenants, (a) The Sellers and the Purchaser covenant that their respective representations and warranties contained herein shall be true in all respects as of the Closing Date of the sale of the Stock pursuant to this Agreement. All representations and warranties and other agreements made by the Sellers and the Purchaser in this Agreement or pursuant hereto shall survive for a period of twelve months after the date hereofClosing. (b) The Sellers, except that any representation or warranty relating to taxes jointly and severally, shall survive for indemnify the applicable statutory limitation period Purchaser and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendtheir respective successors and assigns, indemnify and hold the other party, its their respective directors, officers, employees, advisors agents, stockholders and affiliatescounsel (collectively, the “Purchaser Indemnitee”), pay on demand and protect, defend, save and hold each Purchaser Indemnitee harmless from and against any and all liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), damages, losses, settlements, claims, liabilities actions, suits, penalties, fines, costs or damages expenses (collectivelyincluding, “Losses”without limitation, reasonable attorneys’ and accountants’ fees) arising out of or in connection with or founded on a claim that (any of the foregoing representationsforegoing, warranties and covenants a “Claim”) incurred by or asserted by a third party against any Purchaser Indemnitee of whatever kind or nature arising from or occurring as a result of a breach of this Agreement by any of the indemnifying party are untrue, together with Sellers or a breach of any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses representation or arising therefrom or incurred warranty made by any of the other Sellers in connection with enforcement of this indemnification provisionAgreement. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer The Purchaser shall promptly notify Seller the Sellers of any claims Claim, upon becoming aware thereof, and fully permit the Sellers at the Sellers’ sole cost to defend such Claim or suit and shall cooperate with Seller in the defense thereof. The parties have agreed that there Neither Purchaser nor any Seller shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereinenter into, or out permit, any settlement of any claims made against Buyer related to such suit without the Business prior to the Closing out express written consent of the deferred portion other party. The Purchaser may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of any Seller and will cooperate with the Purchase PriceSellers and its insurers in the disposition of any such matter.

Survival Indemnification. All covenantsA. The representations, representations warranties and warranties covenants made by each of IFT and each of the Holders in this Agreement Agreement, the annexes, schedules and exhibits hereto and in each instrument, agreement and certificate entered into and delivered by either of them pursuant to this Agreement, shall survive the Closing and the consummation of the transactions contemplated hereby for a period of twelve months after one year. In the date hereofevent of a breach or violation of any of such representations, except that warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement or otherwise, whether at law or in equity, irrespective of any representation investigation made by or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder on behalf of such party on or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party Closing Date. B. IFT hereby agrees to defend, indemnify and hold the other partyharmless each Holder, its their respective affiliates and their respective officers, directors, officerspartners and members (collectively, employeesthe "Holder Indemnitees"), advisors and affiliates, harmless from and against any and all losses, claims, damages, judgments, penalties, liabilities or damages and deficiencies (collectively, “"Losses”) "), and agrees to reimburse Holder Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by Holder Indemnitees and to the extent arising out of or in connection with with: 1. any misrepresentation, omission of fact or founded on a claim that breach of any of IFT's representations or warranties contained in this Agreement, the exhibits hereto or any instrument, agreement or certificate entered into or delivered by IFT pursuant to this Agreement; or 2. any failure by IFT to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement, the exhibits hereto or any instrument, agreement or certificate entered into or delivered by IFT pursuant to this Agreement. C. The Holders hereby agree to indemnify and hold harmless IFT, its Affiliates and their respective officers, directors, partners and members (collectively, the "IFT Indemnitees"), from and against any and all Losses, and agrees to reimburse IFT Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by IFT Indemnitees and to the extent arising out of or in connection with: 1. any misrepresentation, omission of fact, or breach of any of the foregoing representationsHolders' representations or warranties contained in this Agreement, warranties and covenants the exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Holders pursuant to this Agreement; or 2. any failure by any of the indemnifying Holders to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or any instrument, certificate or agreement entered into or delivered by any of the Holders pursuant to this Agreement. D. Promptly after receipt by either party are untruehereto seeking indemnification pursuant to this Section IX (an "Indemnified Party") of written notice of any investigation, together claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section IX is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by Claim, the other in connection with enforcement of this indemnification provision. Each party Indemnifying Party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in entitled to assume the defense thereof. The parties Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel (together with appropriate local counsel) and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate (i) due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party and which can not be presented by counsel to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be no escrow borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or other security withheld to secure Buyer against claim arising out of compromise any Claim or related consent to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out entry of any claims made against Buyer related judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment. E. In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Business prior to Indemnifying Party. If the Closing out Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the deferred portion Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the Purchase PriceAmerican Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

Survival Indemnification. All covenants(a) The representations, representations warranties, covenants and warranties agreements of the Company and the Principal Shareholder contained in this Agreement shall survive for a period of twelve months after as modified by the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods Company Disclosure Schedules shall survive until resolved. Each party hereby agrees the Expiration Date. (b) Subject to defendthe limitations set forth in this ARTICLE VIII, the Principal Shareholder will indemnify and hold harmless Parent and its affiliates (including the other partySurviving Corporation) and their respective officers, its directors, officers, employees, advisors attorneys and affiliatesagents (hereinafter referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”), harmless from and against any and all losses, claimscosts, liabilities or damages damages, liabilities, Taxes and expenses (including, without limitation, reasonable legal fees and expenses) incurred by the Indemnified Persons (collectively, the “LossesDamages”) arising out of or relating to any misrepresentation or breach of, or default in connection with or founded on a claim that with, (i) any of the foregoing representations, warranties warranties, covenants and covenants agreements given or made by the Principal Shareholder in ARTICLE II of this Agreement, or (ii) any of the indemnifying party are untruerepresentations, together with warranties, covenants and agreements given or made by the Company in Section 3.2 and Section 3.3 of this Agreement, each as modified by the Company Disclosure Schedules. Notwithstanding any other provision of this Agreement, the obligations of the Principal Shareholder to provide indemnification pursuant to this ARTICLE VIII shall not be applicable to any claim for Damages for which notice is not provided to Principal Shareholder on or prior to the Expiration Date and all costs shall in no event exceed the then-current value of the Holdback Shares (the “Holdback Amount”). (c) The right to obtain indemnification from, and expenses (including reasonable attorneysonly from, the offset by Parent of the Holdback Shares, if any, pursuant to the indemnification provisions of this Section 8.1 shall be the Indemnified Persons’ fees) exclusive remedy for any breach by the Company and/or Principal Shareholder of the terms of this Agreement, other than for Damages arising out of or relating to such losses fraud, willful misrepresentation or arising therefrom or incurred by intentional breach. (d) Notwithstanding anything to the other in connection with enforcement contrary contained herein, Parent shall not be entitled to effect any offset for Damages pursuant to the indemnification provisions of this indemnification provision. Each party shall be responsible for its or his own costs and expenses ARTICLE VIII (other than in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller respect of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim Damages arising out of or related to fraud, willful misrepresentation or intentional breach) until the Seller’s Business. In lieu aggregate amount of Damages exceeds One Hundred Thousand Dollars ($100,000) (the “Indemnity Threshold”), after which Parent shall be entitled to offset an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related amount equal in value to the Business prior to full amount of all Damages from the Closing out first dollar in accordance with the provisions of the deferred portion of the Purchase Pricethis ARTICLE VIII.

Survival Indemnification. All covenants, (a) The Seller and the Purchaser covenant that their respective representations and warranties contained herein shall be true in all respects as of the Closing date of the sale of the Equity pursuant to this Agreement. All representations and warranties and other agreements made by the Seller and the Purchaser in this Agreement or pursuant hereto shall survive for a period of twelve months after the date hereofClosing. (b) The Seller shall indemnify the Purchaser and the Parent and their respective successors and assigns, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its their respective directors, officers, employees, advisors agents, stockholders and affiliatescounsel (collectively, the "Minghua Indemnitees"), pay on demand and protect, defend, save and hold each Minghua Indemnitee harmless from and against any and all liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), damages, losses, settlements, claims, liabilities actions, suits, penalties, fines, costs or damages expenses (collectivelyincluding, “Losses”without limitation, reasonable attorneys' and accountants' fees) arising out of or in connection with or founded on a claim that (any of the foregoing representationsforegoing, warranties a "Claim") incurred by or asserted by a third party against any Minghua Indemnitee of whatever kind or nature arising from or occurring as a result of (a) any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and covenants whether due or to become due) of the indemnifying party are untrue, together with Company existing as of or prior to the Closing or any and all costs and expenses (including reasonable attorneys’ fees) fact or circumstance relating to such losses the Company existing on or arising therefrom or incurred prior to the Closing, and (b) a breach of this Agreement by the other Seller or a breach of any representation or warranty made by the Seller in connection with enforcement of this indemnification provisionAgreement. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer The Purchaser shall promptly notify the Seller of any claims Claim, upon becoming aware thereof, and fully permit the Seller at the Seller's sole cost to defend such Claim or suit and shall cooperate with Seller in the defense thereof. The parties have agreed that there Neither Purchaser nor any Seller shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereinenter into, or out permit, any settlement of any claims made against Buyer related to such suit without the Business prior to the Closing out express written consent of the deferred portion other party. The Purchaser may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of any Seller and will cooperate with the Purchase PriceSeller and its insurers in the disposition of any such matter.

Survival Indemnification. All covenantsThe representations, representations ------------------------- warranties and warranties in this Agreement agreements of the Sellers shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end consummation of the foregoing survival periods transactions herein contemplated for three years and shall survive until resolvedterminate on the third anniversary of the Closing Date, after such anniversary only the representations, warranties and agreements of the Sellers set forth in the last sentence of section 2(a) shall survive. Each party In the event that the sale of Stock contemplated hereby agrees to defendis consummated, the Sellers will jointly and severally indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless Buyer from and against any and all lossesdamage, claimsloss, liabilities liability, or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses expense (including reasonable attorneys’ ' fees, costs of investigation, any damages or amounts paid in settlement, and out of pocket expenses (but not hourly charges) relating to such losses or arising therefrom or of employees of Buyer) incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its Buyer and caused by or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller attributable to any breach of any claims of the representations and fully cooperate with Seller in warranties made by the defense thereofSellers herein or any failure of the Sellers to fulfill their obligations or perform their covenants hereunder. The parties have agreed that In determining the amount of any damage, loss, liability or expense incurred by Buyer hereunder, there shall be no escrow taken into account: (i) any insurance coverage or other security withheld third-party entitlements, (ii) any reserves for such damage, loss, liability or expense reflected on the most recent balance sheet of the Company delivered to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out Date, which shall not differ materially from the reserves reflected on the balance sheet at December 31, 1997, and (iii) any net tax benefits that may be realized or recognized from such damage and the receipt of indemnification hereunder. In the event that Buyer asserts a claim for indemnification pursuant to this section, it shall give notice of the deferred portion claim under the Escrow Agreement, or, if the Escrow Agreement has terminated, it shall notify the Sellers in writing, in reasonable detail, of the Purchase Pricebasis and general nature of such claim and, to the extent it can be ascertained, the amount thereof and the basis for determining the amount. The parties shall attempt to resolve the claim and shall cooperate with one another in the event the claim is based on a claim by a third party. No claim may be asserted hereunder unless notification thereof is delivered to the Sellers within three years of the Closing Date except that a claim for breach of any warranty set forth in the last sentence of section 2(a) may be asserted at any time. Claims may be asserted only to the extent that the aggregate of all claims shall have exceeded $25,000, and the maximum aggregate amount Sellers shall be required to pay hereunder is limited to the $500,000 deposited into the escrow under the Escrow Agreement. With respect to any claim for which the Sellers are required to indemnify and defend Buyer pursuant to the terms of this Agreement and which requires Remedial Action, the Sellers may elect to implement and complete such Remedial Action. The Sellers shall plan, design, implement and perform any Remedial Action that they elect to control without undue delay and in a manner consistent with the business operations of the Company. The Sellers shall -11- provide the Company with copies of all reports filed with any governmental agency with respect to such Remedial Action. If the Company has any claim for or right of contribution, reimbursement or other similar action against any third party with respect to any Remedial Action for which the Sellers have indemnified and defended Buyer, the Company or Buyer shall assign such right to the Sellers and shall assist the Sellers in pursuing such right. In consideration for the agreement of the Sellers to indemnify and defend Buyer in the manner provided in this Agreement, Buyer and the Company hereby release, acquit and forever discharge the Sellers from any claim, demand or cause of action Buyer or the Company may have against the Sellers under any Environmental Law.

Survival Indemnification. All covenants, (a) The representations and warranties of the parties contained in this Agreement shall survive for a period of twelve the Closing until the date that is six (6) months after the date hereof, except that Closing Date (the “Survival Period”). No party shall have any claim or right of recovery for any Breach of a representation or warranty relating unless (x) written notice is given by that party to taxes shall survive the other party of the representation or warranty pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the applicable statutory limitation period purported Breach of the representation or warranty, the amount or nature of the claim being made, if then ascertainable, and any claim for amounts payable hereunder or any indemnity claim hereunder asserted the general basis therefor and (y) such notice is given prior to the end expiration of the foregoing survival periods Survival Period. For avoidance of doubt, the covenants and agreements of the parties which are intended by their terms to be performed after the Closing, shall survive until resolved. Each party in perpetuity except as they may be limited by a specific period of time expressly set forth therein. (b) Sellers hereby agrees to defend, indemnify and agree to hold the other partyBuyer and its officers, its directors, officersshareholders, employees, advisors and affiliates, attorneys, accountants and agents (collectively, the “Buyer Parties”) harmless from from, against and against in respect of: (i) any and all lossesloss suffered or incurred by Buyer Parties by reason of any untrue or inaccurate representation, claimsbreach of warranty or non-fulfillment of any covenant by Sellers contained herein or in any schedule, exhibit, certificate, document or instrument delivered to Buyer pursuant hereto or in connection herewith; (ii) any and all loss suffered or incurred by Buyer Parties in respect of, in connection with or arising out of any debts, liabilities or obligations of Sellers, other than the Assumed Liabilities; (iii) any and all loss suffered or incurred by Buyer Parties in respect of, in connection with or arising out of any legal proceeding related to the operation of the Business prior to the Closing Date, whether or not pending on the Closing Date and whether or not disclosed on any Disclosure Schedule, including (x) any claim arising in connection with deaths, personal injuries, other injuries to persons, property damages or losses or deprivation of rights resulting from or related to any goods or services supplied by Seller, or (collectivelyy) any environmental claim resulting from the operation of the Business prior to the Closing Date, “Losses”in each case except to the extent such legal proceeding is expressly included in the Assumed Liabilities; (iv) any loss incurred or suffered by the Buyer Parties arising out of or in connection with or founded on a claim that any failure by Sellers to comply with applicable bulk sales laws and bulk transfer tax laws in connection with the transactions contemplated hereby; (v) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and (vi) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Sellers (or any Person acting on Sellers behalf) in connection with any of the transactions contemplated by this Agreement. (c) Buyer hereby agrees to indemnify and hold Sellers and its officers, directors, shareholders, employees, affiliates, attorneys, accountants and agents (collectively, the “Seller Parties”) harmless from, against and in respect of: (i) any and all loss suffered or incurred by any of the Seller Parties by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Buyer contained herein or in any schedule, exhibit, certificate, document or instrument delivered to Sellers pursuant hereto or in connection herewith; (ii) any and all loss suffered or incurred by any of the Seller Parties in respect of, in connection with or arising out of any Assumed Liabilities in conformity with representations, warranties and covenants of the indemnifying party are untrue, together with Seller in this Agreement; (iii) any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom suffered or incurred by any of the other Seller Parties arising from Buyer’s use or operation of the Business or the Acquired Assets from and after the Closing Date; (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with enforcement any of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricethis Agreement.

Survival Indemnification. All covenants8.1 Subject to the limitations and other provisions of this Agreement, the representations and warranties in this Agreement of the parties contained herein shall survive for a period of twelve the Closing Date and shall remain in full force and effect until March 31, 2014, except with respect to the representations and warranties contained in Sections 4.1(a) and 4.2(a), which shall survive until three (3) months after the date hereofexpiration of the applicable statute of limitations (including any waivers or extensions thereof). 8.2 Subject to the terms and conditions of Article X of the SPA, except that Shareholders have, jointly and severally (reserving unto each other any rights of contribution), agreed to indemnify and hold Seller, Buyer and their respective Affiliates harmless from and against all damages to and liabilities of Seller and Buyer, as the case may be, (including those resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty relating of Seller contained in or made pursuant to taxes shall survive for this Agreement or the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior Seller 8.3 Subject to the end terms and conditions of the foregoing survival periods shall survive until resolved. Each party this Section 8, Buyer hereby agrees to defendindemnify, indemnify defend and hold the other party, its directors, officers, employees, advisors and affiliates, Seller harmless from and against all damages to and liabilities of Seller (including those resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement or the Buyer Documents, or (ii) any failure of Buyer duly to perform or observe any term, provision, covenant or agreement to be performed or observed by Buyer pursuant to this Agreement or the Buyer Documents. 8.4 The Parties hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all lossesclaims relating to the subject matter of this Agreement (other than a claim for fraud or for specific performance of the terms of this Agreement) shall be pursuant to the indemnification provisions set forth in this Section 8 and Article X of the SPA. 8.5 The Parties shall take all reasonable steps to mitigate all liabilities and damages upon and after becoming aware of any event that could reasonably be expected to give rise to such liabilities and damages. In no event shall any Party be liable for consequential, claimsincidental, liabilities exemplary or punitive damages (collectivelyother than such damages awarded to a third party. 8.6 If any claim, “Losses”) arising out of assertion or proceeding by or in connection respect of a third party is made against an indemnified party or any event in respect of a third party occurs, and if the indemnified party intends to seek indemnity with respect thereto under this Section 8 (or founded on a claim that any in the case of Buyer being the indemnified party, under Article X of the foregoing representationsSPA) to apply any damage or liability arising therefrom to the U.S. Dollar amounts referred to in Section 10.5 of the SPA, warranties and covenants of the indemnified party shall promptly notify the indemnifying party are untrueof such claim in writing, together provided that the failure by the indemnified party to give such notice shall not relieve the indemnifying party from its indemnification obligations hereunder, except if and to the extent that the indemnifying party is actually materially prejudiced thereby. The indemnifying party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; provided, however, that (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party, (b) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and all costs related and reasonable expenses (other than the fees and expenses (including reasonable attorneys’ feesof counsel as aforesaid) relating to such losses or arising therefrom or incurred by the other in connection with enforcement indemnified party within the limits of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection Section 8 8.7 Except with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related respect to the Seller’s Business. In lieu of an escrowrepresentations and warranties contained in Section 4.1(a), Seller has agreed that or Section 4.2(a), no claim for indemnification will be made by Buyer may offset any Losses arising out of a breach or by Seller of their representationsunder Section 8.2 or 8.3 hereof, warranties and covenants contained hereinas the case may be, or out of with respect to any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.individual item

Survival Indemnification. (a) All covenants, representations presentations and warranties contained in this Agreement shall not survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end consummation of the foregoing survival periods shall survive until resolved. Each party hereby agrees Exchange Offers. (b) The Company Parties agree, jointly and severally, to defend, indemnify and hold the other partyharmless each Non-Apollo Noteholder and its Subsidiaries, its affiliates, affiliated funds, and funds advised by such Non-Apollo Noteholders and each of their officers, directors, officerspartners, employeesstockholders, advisors members and affiliatesemployees to the fullest extent lawful, harmless from and against any and all losses, claims, liabilities or damages damages, liabilities, deficiencies, judgments, fines, amounts paid in settlement and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or in connection with resulting from any action, suit, claim, or founded on a claim that proceeding by any stockholder, investor or creditor of the Company Parties or any of their affiliates or Subsidiaries arising out of or resulting from the foregoing representations, warranties and covenants of Exchange Offers and/or the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred other transactions contemplated by the other Term Sheet (unless such claim is based upon conduct by such Non-Apollo Noteholder that constitutes fraud, gross negligence or willful misconduct). (c) Any party seeking indemnification pursuant to Section 7.2(b) (the “Indemnified Person”) shall give prompt written notice to the party such Indemnified Person is seeking indemnification from hereunder (the “Indemnifying Person”) of any claim, action, suit or proceeding commenced against such Indemnified Person in connection with enforcement respect of this indemnification provisionwhich indemnity may be sought hereunder, but failure to so notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability which it may have under the indemnity provided in Section 7.2(b), unless and to the extent the Indemnifying Person shall have been actually and materially prejudiced by the failure of such Indemnified Person to so notify the Indemnifying Person. Each party Such notice shall describe in reasonable detail such claim. In case any claim, action, suit or proceeding is brought against an Indemnified Person, the Indemnified Person shall be responsible for entitled to hire, at its or his own costs expense, separate counsel and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller participate in the defense thereof. The parties have agreed If the Indemnifying Person so elects within a reasonable time after receipt of notice, the Indemnifying Person may assume the defense of the action or proceeding at the Indemnifying Person’s own expense with counsel chosen by the Indemnifying Person and approved by the Indemnified Person, which approval shall not be unreasonably withheld, and the Indemnified Person may participate in such defense at its own expense; provided, however, that there shall be no escrow the Indemnifying Person will not settle or other security withheld compromise any claim, action, suit or proceeding, or consent to secure Buyer against claim the entry of any judgment with respect to any such pending or threatened claim, action, suit or proceeding, without the written consent of the Indemnified Person unless such settlement, compromise or consent secures the full and unconditional release of the Indemnified Person from all liabilities arising out of such claim, action, suit or related proceeding and requires nothing other than the payment of money by the Indemnifying Person and such settlement does not constitute or reflect an acknowledgement of wrong doing on the part of the Indemnified Person; provided, further, that if the defendants in any such claim, action, suit or proceeding include both the Indemnified Person and the Indemnifying Person and the Indemnified Person reasonably determines, based upon advice of legal counsel, that such claim, action, suit or proceeding involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Person and the Indemnified Person, then the Indemnifying Person shall not be entitled to assume the defense of the Indemnified Person and the Indemnified Person shall be entitled to separate counsel at the Indemnifying Person’s expense, which counsel shall be chosen by the Indemnified Person and approved by the Indemnifying Person, which approval shall not be unreasonably withheld; and provided, further, that it is understood that the Indemnifying Person shall not be liable for the fees, charges and disbursements of more than one separate counsel for the Indemnified Persons. If the Indemnifying Person assumes the defense of any claim, action, suit or proceeding, all Indemnified Persons shall thereafter deliver to the SellerIndemnifying Person copies of all notices and documents (including court papers) received by such Indemnified Persons relating to the claim, action, suit or proceeding, and each Indemnified Person shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Indemnifying Person’s Businessrequest) the provision to the Indemnifying Person of records and information that are reasonably available to the Indemnified Person and that are reasonably relevant to such claim, action, suit or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. In lieu If the Indemnifying Person is not entitled to assume the defense of such claim, action, suit or proceeding as a result of the second proviso to the fourth sentence of this Section 7.2(c), the Indemnifying Person’s counsel shall be entitled to conduct the defense of the Indemnifying Person and the Indemnified Person’s counsel shall be entitled to conduct the defense of the Indemnified Person, it being understood that both such counsel will cooperate with each other, to the extent feasible in light of the conflict of interest or different available legal defenses, to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Person is not so entitled to assume the defense of such action or does not assume the defense, after having received the notice referred to in the first sentence of this Section 7.2(c), the Indemnifying Person will pay the reasonable fees and documented expenses of counsel for the Indemnified Person; in that event, however, the Indemnifying Person will not be liable for any settlement of any claim, action, suit or proceeding effected without the written consent of the Indemnifying Person, which may not be unreasonably withheld, delayed or conditioned. If the Indemnifying Person is entitled to assume, and assumes, the defense of an escrowaction or proceeding in accordance with this Section 7.2(c), Seller has agreed the Indemnifying Person shall not be liable for any fees and expenses of counsel for the Indemnified Person incurred thereafter in connection with that Buyer may offset any Losses arising out action or proceeding except as set forth in the fourth sentence of this Section 7.2(c). Unless and until a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related final judgment is rendered that an Indemnified Person is not entitled to the Business prior costs of defense under the provisions of this Section 7.2(c), the Indemnifying Person shall reimburse, promptly as they are incurred, the Indemnified Person’s costs of defense. The Indemnifying Person’s obligation to indemnify the Closing out Indemnified Persons for Losses hereunder is irrespective of whether the deferred portion Indemnified Person has itself made payments in respect of the Purchase Pricesuch Losses.

Survival Indemnification. All covenants(a) The representations, representations warranties, covenants and warranties in this Agreement agreements made herein, unless otherwise indicated by their terms shall survive any investigation made by PurchasePro and the closing of the transactions contemplated hereby for a period of twelve months after three (3) years from the date hereof; provided, except that Sections 4 and 3.15 shall survive indefinitely; provided, further that any representation or warranty relating to taxes shall survive claims made for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted indemnification made prior to the end expiration of such period shall survive and not be extinguished by the expiration of such period. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the foregoing survival periods Company pursuant hereto in connection with the transactions contemplated hereby or by the other Transaction Documents shall survive until resolved. Each party hereby agrees be deemed to defend, be representations and warranties by the Company hereunder. (b) The Company shall indemnify and hold the other party, PurchasePro and its directors, officers, shareholders, employees, advisors agents and affiliateseach other person which controls (within the meaning of the Securities Act) PurchasePro, harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses) (collectively "Damages"), arising from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out breach of or any inaccuracy in, any representations, warranties, covenants or agreements contained herein or in connection with or founded on a claim that any of the foregoing Transaction Documents or in any schedule, certificate or exhibit to any of the Transaction Documents, provided, that such indemnification shall not include any consequential damages(c)) PurchasePro shall indemnify and hold the Company and its directors, officers, shareholders, employees, agents and each other person which controls (within the meaning of the Securities Act) the Company harmless against all Damages, arising from any breach of or any inaccuracy in, any representations, warranties and warranties, covenants or agreements contained herein or in any of the indemnifying party are untrueTransaction Documents or in any schedule, together with certificate or exhibit to any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase PriceTransaction Documents; provided, that such indemnification shall not include any consequential damages.

Survival Indemnification. (a) All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereinin this Agreement or in any certificate delivered in connection with the Closing shall survive the Closing for 18 months (except covenants that are required to be performed after the Closing Date and the representations contained in Sections 3.1, 3.2, 3.3 and 3.4, which shall survive indefinitely). Notwithstanding the foregoing, with respect to claims asserted pursuant to this Section 8.1 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally adjudicated or otherwise resolved. (b) The Company agrees to indemnify and hold harmless each Purchaser, each Purchaser Affiliate and each of their respective representatives, heirs, successors and assigns (each an "indemnified person") on an after-tax basis, from and against (and to reimburse each indemnified person as the same are incurred) any and all losses (including, but not limited to, impairment of the value of the shares of Series A Preferred Stock as of the date such loss first becomes known) claims, damages, liabilities, costs and expenses (collectively, "Losses") to which any indemnified person may become subject or which any indemnified person may incur based upon, arising out of, or in connection with (i) a breach of any representation or warranty of this Agreement by the Company, (ii) any breach of any covenant or agreement contained herein by the Company or (iii) any claim, litigation, investigation or proceeding brought by or on behalf of any Person other than the Company relating to the Issuance, and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable out of pocket expenses incurred in connection with investigating or defending any of the foregoing, provided that the aggregate liability of the Company for indemnification claims made against Buyer related under this Section 8 shall not exceed the aggregate purchase price hereunder. (c) If a Person entitled to indemnity hereunder (an "Indemnified Party") asserts that the Company (the "Indemnifying Party") has become obligated to the Business prior Indemnified Party pursuant to Section 8.1(b), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Closing out Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the deferred portion Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay. (d) In fulfilling its obligations under this Section 8.1, after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.1, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (i) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could be expected to give rise to a material conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) if the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (e) The Company and the Purchasers agree that any payment of Losses made hereunder will be treated by the parties on their tax returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, a final determination with respect to the Indemnified Party or any of its affiliates causes any such payment not to be treated as an adjustment to Purchase Price, then the Indemnifying Party shall indemnify the Indemnified Party for any taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this 8.1(e)), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction. (f) The obligations of the Indemnifying Party under this Section 8.1 shall survive the transfer or conversion of the shares of Series A Preferred Stock and the Common Stock issued upon the conversion or exercise thereof, or the closing or termination of any Equity Document. This Section 8 shall be the sole and exclusive remedy for any and all Losses sustained or incurred by the Purchasers or their respective successors and assigns (whether for claims based in contract, tort or otherwise but excluding any Losses arising from a breach of Sections 5.1, 5.3, 5.4 or 5.7 or the Securityholders Agreement) resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to this Agreement.

Survival Indemnification. All covenants(a) The respective representations, representations warranties, agreements and warranties covenants of the Company and the Purchasers set forth in this Agreement shall survive for a period remain in full force and effect, regardless of twelve months after (i) any investigation made by or on behalf of the date hereofCompany, except that any representation of its officers or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder directors, or any indemnity claim hereunder asserted prior Purchaser and (ii) delivery of, payment for or disposition of the Securities, and shall be binding upon and shall inure to the end benefit of any successors, assigns, heirs or personal representatives of the foregoing survival periods shall survive until resolved. Each party hereby Company and the Purchasers. (b) The Company agrees to defend, indemnify and hold the other partyharmless, on an after-tax and after insurance recovery basis, each Purchaser and its affiliates and their respective directors, officers, employees, advisors employees and affiliates, harmless agents from and against any and all losses, claims, damages, liabilities and reasonable out-of-pocket expenses (including without limitation reasonable attorney fees and disbursements and other reasonable expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement hereof) (collectively, “"Losses”") to which such person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Basic Documents, and will reimburse any such person for all such amounts as they are incurred by such person. (c) Promptly after receipt by any person (the "Indemnified Person") of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 8, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the Company be liable for the fees and expenses of more than one separate counsel (together with local counsel), for all of the Indemnified Persons who are parties to such proceeding. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Priceproceeding.

Survival Indemnification. All covenants(A) The obligations of the Borrowers under Sections 2.11, representations 2.12, 2.17, 2.18, 9.7 and warranties in 9.15 shall survive the repayment of the Loans. (B) If after receipt of any payment of all or any part of the amounts outstanding hereunder or under the Notes, the Agent or any Bank is for any reason compelled to return such payment to any Person because such payment is determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, this Agreement and the Notes shall survive for a period of twelve months after continue in full force and the date hereofBorrowers shall be liable, except that any representation or warranty relating to taxes and shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other partyAgent and each Bank harmless for, its directorsthe amount of such payment returned and any fees and expenses incurred in enforcing this indemnity provision. The provisions of this Section shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent's or any Bank's rights under this Agreement and the Notes and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this Section shall survive the termination of the Agreement and the Notes. (C) Each Borrower hereby jointly and severally indemnifies and holds harmless the Agent, each Bank and all of their affiliates, subsidiaries, successors, assigns, officers, employeesdirectors, advisors attorneys, shareholders, employees and affiliatesagents ("Indemnified Parties") from any and all liability, damages, costs, claims, losses, suits, actions, legal or administrative proceedings, interest, expenses, reasonable attorneys' fees (including any such fees and expenses incurred in investigating, evaluating or defending such claims or in enforcing this indemnity provision), and reasonable consultants' fees and expert witness fees incurred by any of them caused by, relating to, arising out of or resulting from or in any way connected with this Agreement or the Notes and any transaction contemplated herein or therein, exclusive of any of the forgoing resulting from any act or omission amounting to willful misconduct or gross negligence by any beneficiary of this indemnity. (D) Each Borrower hereby jointly and severally indemnifies, defends and holds harmless the Indemnified Parties, from and against any and all lossesliability, damages, costs, claims, liabilities losses, suits, actions, legal or damages administrative proceedings, interest, expenses, reasonable attorneys' fees (collectivelyincluding any such fees and expenses incurred in investigating, “Losses”) evaluating, or defending such claims or in enforcing this indemnity provision), and reasonable consultants' fees and expert witness fees incurred by any of them caused by, relating to, arising out of or resulting from or in connection any way connected with (1) any liability or founded on a claim any claims relating to the Environmental Laws or the environmental condition of the properties; (2) the presence of any hazardous substance on, about, beneath or arising from any Properties, (3) the failure of any Borrower, any Subsidiary thereof, any past or present occupant, or any future occupant that controls, is controlled by, or is under common control with any Borrower, of any Property (whether owner, tenant, subtenant or any other occupant) to comply with the Environmental Laws; or (4) the untruth or breach of any of the foregoing representations, representations or warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) contained herein relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party Environmental Laws, provided, however, that the Borrowers shall not be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of required to indemnify any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related Indemnified Party to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, extent the liability resulted from or out of any claims made against Buyer related to the Business prior to the Closing arose out of the deferred portion gross negligence or willful or reckless act or omission of the Purchase Pricethat Indemnified Party.

Survival Indemnification. All covenantsa. Except as otherwise provided in this Agreement, the representations and warranties promises of the parties contained in this Agreement shall will survive for a period of twelve months after (and not be affected in any respect by) the date hereof, except that any representation or warranty relating to taxes shall survive Effective Time for the applicable statutory limitation period statute of limitations as well as any investigation conducted by any party and any claim for amounts payable hereunder or information which any indemnity claim hereunder asserted prior to the end of the foregoing survival periods party may receive. b. Seller and Owners, jointly and severally, shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other partyharmless Buyer, its affiliates and their respective stockholders, directors, officers, employees, advisors officers and affiliates, harmless employees from and against any and all claims, judgments, damages, liabilities, settlements, losses, claimscosts and expenses, liabilities including attorneys' fees and disbursements, arising from or damages (collectively, “Losses”) arising out relating to: i. any inaccuracy in or breach of or in connection with or founded on a claim that any of the foregoing representations or warranties of Seller or Owners contained in this Agreement or any document to be delivered hereunder; ii. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Owners pursuant to this Agreement or any document to be delivered hereunder; or iii. any assets of the Business, which are not Purchased Assets or liabilities, or obligations of the Business not assumed hereunder. c. All indemnification payments made by Seller and Owners under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law. d. Buyer's right to indemnification or other remedy based on the representations, warranties warranties, covenants and covenants agreements of Seller and Owners contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses accuracy or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out inaccuracy of or related compliance with, any such representation, warranty, covenant or agreement. e. The rights and remedies provided in this Section 7 are cumulative and are in addition to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset and not in substitution for any Losses arising out of a breach by Seller of their representations, warranties other rights and covenants contained herein, remedies available at law or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricein equity or otherwise.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period the Closing Date, notwithstanding any due diligence investigation conducted by or on behalf of twelve months after the date hereof, except that any representation or warranty relating to taxes Purchasers. The representations and warranties of each Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and Closing notwithstanding any claim for amounts payable hereunder due diligence investigation conducted by or any indemnity claim hereunder asserted prior to the end on behalf of the foregoing survival periods shall survive until resolved. Each party hereby Company. (ii) The Company agrees to defend, indemnify and hold the other party, harmless each Purchaser and its Affiliates and their respective directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents, harmless and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including without limitation reasonable attorneys’ fees) relating to such losses or arising therefrom or attorney fees and disbursements and other expenses incurred by the other in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") to which such Person may become subject as a result of this any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. (iii) Any Person entitled to indemnification provision. Each hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall be responsible for have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or his own costs and expenses litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the transactions being contemplated herebysame jurisdiction, including attorneys’ feesbe liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. Buyer shall promptly notify Seller No indemnifying party will, except with the consent of the indemnified party, consent to entry of any claims and fully cooperate with Seller in judgment or enter into any settlement that does not include as an unconditional term thereof the defense thereof. The parties have agreed that there shall be no escrow giving by the claimant or other security withheld plaintiff to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out such indemnified party of a breach by Seller release from all liability in respect of their representations, warranties and covenants contained herein, such claim or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricelitigation.

Survival Indemnification. All covenants, (a) The representations and warranties contained in this Agreement shall survive the Closing as follows: (i) None of the representations and warranties of Seller contained in Section 3.10(a) (Property) or the covenant in the last sentence of Section 7.5 shall survive the Closing; and (ii) All of the other representations and warranties of Seller and Pure Cycle contained in this Agreement shall survive the Closing and continue in full force and effect for a period of twelve months after five (5) years thereafter (unless Pure Cycle or Seller knew of any misrepresentation or breach of any such representation or warranty at the date hereoftime of the Closing); provided, except that claims of breach of any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods based on fraud shall survive until resolvedthe expiration of the applicable statute of limitations. Each party hereby The obligations of Seller with respect to claims under the warranties contained in the Property Deeds and the Mineral Deeds (the “Deed Claims”) shall survive the Closing as provided in the Property Deeds and the Mineral Deeds. (b) Seller agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless Pure Cycle from and against any loss, cost, liability or expense (including reasonable attorneys’ fees) reasonably incurred by Pure Cycle, including, without limitation, both third-party and all losses, direct claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with (i) any breach by it of any representation, warranty, covenant or founded on a claim that any agreement made by it contained in this Agreement or the Property Deeds or the Mineral Deeds (subject to the survival periods set forth in Section 8.6(a)); (ii) the ownership, operation or control of the foregoing representationsAssets prior to the Closing Date (subject to the survival periods set forth in Section 8.6(a));; (iii) the Excluded Indebtedness; or (iv) the Excluded Assets. (c) Pure Cycle agrees to indemnify Seller from and against any loss, warranties and covenants of the indemnifying party are untruecost, together with any and all costs and expenses liability or expense (including reasonable attorneys’ fees) relating to such losses or arising therefrom or reasonably incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated herebyit, including attorneys’ fees. Buyer shall promptly notify Seller of any claims without limitation, both third-party and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim direct claims, arising out of or related in connection with (i) any breach by Pure Cycle of any representation, warranty, covenant or agreement made by Pure Cycle contained in this Agreement (subject to the Sellersurvival periods set forth in Section 8.6(a)); (ii) subject to the provisions of the Property Management Agreement, the ownership, operation or control of the Assets from and after the Closing Date; or (iii) the Assumed Liabilities. (d) Except with respect to the matters described in Section 8.27, neither Seller nor Pure Cycle shall have any liability under this Section 8.6 for breaches of representations and warranties contained in this Agreement of the types described in Section 8.6(a)(ii) or any such party’s Business. covenants or agreements to be performed by such party prior to the Closing until the aggregate amount of all such claims asserted against them in respect of such breaches exceeds One Hundred Fifty Thousand Dollars ($150,000), at which time the indemnifying party shall be liable for the full amount of the claims. (e) In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out the event of a breach by Seller any party of their representationsa representation or warranty that gives rise to a claim for indemnification hereunder (after giving effect to any Materiality Qualifier applicable to such representation or warranty), warranties and covenants contained herein, or out the amount of any claims made against Buyer related loss, cost, liability or expense for which indemnification may be sought shall be determined without regard to any Materiality Qualifier applicable to such representation or warranty. (f) Except in the Business prior case of fraud, the maximum liability of Seller to Pure Cycle under this Section 8.6 or of Pure Cycle to Seller under this Section 8.6 shall be the Closing out of the deferred portion of the Purchase PriceInitial Consideration for the Assets (based on the value of the Shares using the Closing Price of the Pure Cycle Common Stock on the Closing Date) plus the value of any Tap Participation Fees paid to the date of indemnity. For the avoidance of doubt, the prior sentence does not limit the liability of Pure Cycle for a failure to pay any portion of the Initial Consideration or Tap Participation Fee, or Seller’s failure to pay the Excluded Indebtedness or the Taxes Seller is required to pay pursuant to the Property Management Agreement. (g) No indemnifiable losses shall be deemed to have been sustained by a party to the extent of any proceeds received by the party from any third party in respect of the loss, including any insurance carrier, except to the extent that such third party may be subrogated to the rights of a party against the other party. (h) To the extent Seller shall become obligated to pay any amount to Pure Cycle pursuant to Seller’s indemnification obligations hereunder or for a claim of fraud, Seller may pay all or any portion of such amount in cash or in Shares, at Seller’s election. If Seller elects to pay all or any portion of such amount in Shares, the number of Shares necessary to satisfy the amount Seller elects to pay in Shares shall be determined by dividing (i) the dollar amount of obligations Seller elects to pay in Shares by (ii) the average Closing Price of a share of Pure Cycle Common Stock on the ten (10) trading days before the Closing (after giving effect to any recapitalization, reorganization, reclassification, split-up, or stock dividend made, declared or effective with respect to the Pure Cycle Common Stock between the Closing and the date of the indemnification payment). Seller shall make any such payment in Shares by returning such number of Shares to Pure Cycle together with such stock powers and other documents reasonably requested by Pure Cycle to effect such transfer of Shares. (i) Neither Seller nor Pure Cycle shall in any event be liable to the other on account of any breach of this Agreement, including in respect of any Deed Claim, for any indirect, consequential, special, incidental or punitive damages (including lost profits, loss of use, damage to goodwill or loss of business) except in connection with a third party claim for which Seller or Pure Cycle becomes obligated to indemnify the other hereunder. (j) Upon making any payment in respect of any indemnification claim hereunder, the party making such payment shall, to the extent of such payment, be subrogated to all rights of the indemnified party against any third party (including without limitation any Person who transferred any of the Property to Seller) in respect of the losses to which such payment relates. Such indemnified party and indemnifying party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. (k) In the absence of fraud and claims for post-closing breaches of covenants contained in this Agreement, the indemnification provisions set forth in this Section 8.6 shall provide the exclusive remedy for any breach of this Agreement. Without limiting the generality of the foregoing, Pure Cycle acknowledges and agrees that it shall not have any remedy after the Closing for any breach of the representations and warranties contained in Section 3.10(a).

Survival Indemnification. (a) All covenantswarranties, representations and warranties covenants made by Purchaser or by Sellers in this Agreement or in any certificate or other instrument delivered by Purchaser or Sellers under this Agreement shall be considered to have been relied upon by Seller or Purchaser, as the case may be, and shall survive for a period delivery by Sellers to Purchaser of twelve months after the date hereofShares or the payment by Purchaser to Sellers of the Purchase Price or the Tract B-2 Purchase Price, except that regardless of any investigation made by Sellers or Purchaser or on Sellers’ or Purchaser’s behalf. All statements on any certificate or other instrument delivered hereunder shall constitute warranties and representations by Sellers or Purchaser, as the case may be. (b) Sellers, jointly and severally, shall indemnify, defend and hold Purchaser and its shareholders, officers, directors and agents harmless from all damages, losses, claims, obligations, fees, liabilities and expenses, including reasonable counsel fees incurred in litigation or otherwise (“Damages”) assessed, incurred, paid or sustained by or against them with respect to or arising out of, directly or indirectly: i. the failure of any representation or warranty relating made by Sellers in this Agreement or in any Schedule, Exhibit or certificate, document or instrument delivered pursuant to taxes shall survive for the applicable statutory limitation period this Agreement to be true and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end correct in all respects as of the foregoing survival periods shall survive until resolvedClosing Date; and ii. Each party hereby agrees the failure of Sellers to defendperform and comply in all material respects with all agreements, indemnify obligations and hold the other partyconditions required of Sellers under this Agreement when and as required by this Agreement. (c) if a suit or administrative proceeding is brought against Purchaser or its parents, its subsidiaries or affiliates and/or directors, officers, stockholders, members, partners, agents, servants, employees, advisors and affiliatessuccessors or assigns or each or any of them (each, harmless from and against any and all losses, claims, liabilities or damages (collectively, an “LossesIndemnified Party”) arising out of to recover for or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller account of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow liability for which Sellers are responsible under this Agreement and/or law or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out as a result of a breach by any Seller of their representationsthis Agreement, warranties Sellers shall appear and covenants contained hereindefend that suit or administrative proceeding at Sellers’ sole cost and expense (including, but not limited to, court costs and attorney fees and expenses) and shall pay any judgment (or out of any claims made settlement in lieu thereof) that may be entered against Buyer related to the Business prior to the Closing out one or more of the deferred portion of Indemnified Party, as the Purchase Pricecase may be. If, in an Indemnified Party’s reasoned opinion, it becomes necessary for the Indemnified Party to defend itself in a suit or administrative proceeding, Sellers shall pay all court costs, attorney fees and expenses and other expenses incurred by the Indemnified Party.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period the Closing Date. The representations and warranties of twelve months after the date hereof, except that any representation or warranty relating to taxes each Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby Closing. (ii) The Company agrees to defend, indemnify and hold the other partyharmless each Purchaser and its Affiliates and their respective stockholders, its partners, members, directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, harmless without limitation, those retained in connection with the transactions contemplated by this Agreement) and their respective successors and assigns (collectively, the “Indemnitees”), from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of (a) any misrepresentation or breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, or (b) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) and arising out of or in connection with resulting from (i) the execution, delivery, performance or founded on a claim that enforcement of any of the foregoing representationsTransaction Documents, warranties and covenants (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the indemnifying party issuance of the Securities, or (iii) the status of such Purchaser or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents, and will reimburse any such Person for all such amounts as they are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by such Person. To the other in connection extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Losses which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with enforcement of respect to the rights and obligations under this indemnification provision. Each party Section 9(g) shall be responsible for its or his own costs and expenses the same as those set forth in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out Section 6 of the deferred portion of the Purchase PriceRegistration Rights Agreement.

Survival Indemnification. All covenantsThe Purchaser agrees that the representations, representations warranties and warranties in this Agreement shall covenants contained herein will survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end completion of the foregoing survival periods shall survive until resolvedpurchase and sale of the Purchased Shares. Each party The representations, warranties and covenants of the Purchaser herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of the Purchaser as a purchaser of the Purchased Shares. The Purchaser hereby agrees to defend, indemnify and hold harmless the other party, Corporation and its directors, officers, employees, advisors agents, advisors, counsel and affiliates, harmless shareholders from and against any and all lossesloss, claimsliability, liabilities claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or damages (collectivelydefending against any claim, “Losses”lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation, warranty or acknowledgement of the Purchaser herein or in any document furnished by the Purchaser to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or founded on a claim agreement made by the Purchaser herein or in any document furnished by the Purchaser to the Corporation in connection herewith. The Purchaser further agrees that any of by accepting the foregoing Purchased Shares, the Purchaser shall be representing that the representations, warranties and covenants of the indemnifying party are untruewarranties, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties acknowledgements and covenants contained herein, or out herein are true as at the date hereof and that they shall survive the purchase by the Purchaser of the Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by it of any claims made against Buyer related to the Business prior to the Closing out or all of the deferred portion Purchased Shares. With respect to any indemnified person who is not a party to this Agreement, it is the intention of the Purchase PricePurchaser to constitute the Corporation as trustee for such indemnified persons of the rights and benefits contained herein and the Corporation agrees to accept such trust and to hold the rights and benefits herein in trust for and on behalf of each such indemnified person.

Survival Indemnification. All covenants(a) The representations, representations warranties, covenants and warranties in this Agreement agreements made herein shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end Closing of the foregoing survival periods shall survive until resolvedtransactions contemplated hereby, notwithstanding any investigation made by the Purchaser. Each party hereby agrees All statements as to defend, indemnify and hold the factual matters contained in any certificate or other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities instrument delivered by or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any behalf of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses Company pursuant hereto or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby shall be deemed to be representations and warranties by the Company hereunder as of the date of such certificate or instrument. (b) The Company agrees to protect, defend, indemnify, and hold harmless the Purchaser against and in respect of any and all loss, liability, deficiency, damage, cost, or expense, or actions in respect thereof (including legal fees and expenses), as and when incurred, occasioned by any breach, falsity, or failure of any of the representations, warranties, or covenants of the Company herein contained, or any certificate or other instrument delivered by or on behalf of the Company pursuant hereto or in connection with the transactions contemplated hereby. (c) The Purchaser agrees to protect, defend, indemnify, and hold harmless the Company against and in respect of any and all loss, liability, deficiency, damage, cost, or expense, or actions in respect thereof (including attorneys’ feeslegal fees and expenses), as and when incurred, occasioned by any breach, falsity or failure of any of the representations, warranties, or covenants of such Purchaser herein contained, or any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the transactions contemplated hereby. (d) Promptly after receipt by the Purchaser or the Company of notice of the commencement of any action, proceeding, or investigation in respect of which indemnity or reimbursement may be sought as provided above, such party (the "Indemnitee") shall notify the party from whom indemnification is claimed (the "Indemnitor"), but the failure of such Indemnitee to notify the Indemnitor with respect to a particular action, proceeding, or investigation shall not relieve the Indemnitor from any obligation or liability (i) which it may have pursuant to this Agreement if the Indemnitor is not substantially prejudiced by the failure to notify or (ii) which it may have otherwise than pursuant to this Agreement. Buyer The Indemnitor shall promptly notify Seller assume the defense of the Indemnitee with counsel reasonably satisfactory to the Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnitor. The Indemnitee will cooperate with the Indemnitor in the defense of any claims action, proceeding, or investigation for which the Indemnitor assumes the defense. Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel in any such action, proceeding, or investigation and fully cooperate with Seller to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the Indemnitor has agreed to pay such fees and expenses, (ii) the Indemnitor shall have failed promptly to assume the defense of such action, proceeding, or investigation and employ counsel reasonably satisfactory to the Indemnitee, or (iii) in the reasonable judgment of the Indemnitee there may be one or more defenses available to the Indemnitee which are not available to the Indemnitor with respect to such action, claim, or proceeding, in which case the Indemnitor shall not have the right to assume the defense of such action, proceeding, or investigation on behalf of the Indemnitee. The parties have agreed that there Indemnitor shall not be liable for the settlement by the Indemnitee of any action, proceeding, or investigation effected without its consent, which consent shall not be unreasonably withheld. The Indemnitor shall not enter into any settlement in any action, suit, or proceeding to which the Indemnitee is a party, unless such settlement includes a general release of the Indemnitee with no payment by the Indemnitee of consideration. (e) The provisions of this Section 7.3 shall not limit or impair any right or remedy arising from any breach of this Agreement. In addition to any other remedy provided by law or equity, injunctive relief may be obtained to enjoin the breach, or threatened breach, of any provision of this Agreement and each party shall be no escrow or other security withheld to secure Buyer against claim arising out of or related entitled to the Seller’s Businessspecific performance by the other of its obligations hereunder and thereunder. In lieu of an escrowAll remedies, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereineither under this Agreement, or out of any claims made against Buyer related by law or as may otherwise be afforded to the Business prior to Purchaser or the Closing out of Company, as the deferred portion of the Purchase Pricecase may be, shall be cumulative.

Survival Indemnification. All covenants8.1 Subject to the limitations and other provisions of this Agreement, the representations and warranties in this Agreement of the parties contained herein shall survive for a period of twelve the Closing Date and shall remain in full force and effect until March 31, 2014, except with respect to the representations and warranties contained in Sections 4.1(a) and 4.2(a), which shall survive until three (3) months after the date hereofexpiration of the applicable statute of limitations (including any waivers or extensions thereof). 8.2 Subject to the terms and conditions of Article X of the SPA, except that Shareholders have, jointly and severally (reserving unto each other any rights of contribution), agreed to indemnify and hold Seller, Buyer and their respective Affiliates harmless from and against all damages to and liabilities of Seller and Buyer, as the case may be, (including those resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty relating of Seller contained in or made pursuant to taxes shall survive for this Agreement or the applicable statutory limitation period and Seller Documents, or (ii) the failure of Seller duly to perform or observe any claim for amounts payable hereunder term, provision, covenant or any indemnity claim hereunder asserted prior agreement to be performed or observed by them pursuant to this Agreement or the Seller Documents. 8.3 Subject to the end terms and conditions of the foregoing survival periods shall survive until resolved. Each party this Section 8, Buyer hereby agrees to defendindemnify, indemnify defend and hold the other party, its directors, officers, employees, advisors and affiliates, Seller harmless from and against all damages to and liabilities of Seller (including those resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement or the Buyer Documents, or (ii) any failure of Buyer duly to perform or observe any term, provision, covenant or agreement to be performed or observed by Buyer pursuant to this Agreement or the Buyer Documents. 8.4 The Parties hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all lossesclaims relating to the subject matter of this Agreement (other than a claim for fraud or for specific performance of the terms of this Agreement) shall be pursuant to the indemnification provisions set forth in this Section 8 and Article X of the SPA. 8.5 The Parties shall take all reasonable steps to mitigate all liabilities and damages upon and after becoming aware of any event that could reasonably be expected to give rise to such liabilities and damages. In no event shall any Party be liable for consequential, claimsincidental, liabilities exemplary or punitive damages (collectivelyother than such damages awarded to a third party. 8.6 If any claim, “Losses”) arising out of assertion or proceeding by or in connection respect of a third party is made against an indemnified party or any event in respect of a third party occurs, and if the indemnified party intends to seek indemnity with respect thereto under this Section 8 (or founded on a claim that any in the case of Buyer being the indemnified party, under Article X of the foregoing representationsSPA) to apply any damage or liability arising therefrom to the U.S. Dollar amounts referred to in Section 10.5 of the SPA, warranties the indemnified party shall promptly notify the indemnifying party of such claim in writing, provided that the failure by the indemnified party to give such notice shall not relieve the indemnifying party from its indemnification obligations hereunder, except if and covenants to the extent that the indemnifying party is actually materially prejudiced thereby. The indemnifying party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; provided, however, that (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party, (b) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party within the limits of this Section 8 and subject to the U.S. Dollar amounts referred to in Section 10.5 of the SPA, (c) the indemnified party shall not, without the prior written consent of the indemnifying party are untrueparty, together with settle or compromise any and all costs and expenses (including reasonable attorneys’ fees) relating claim or consent to such losses or arising therefrom or incurred the entry of any judgment which does not include as an unconditional term thereof the giving by the other claimant or the plaintiff to the indemnified party a release from all liability in connection with enforcement respect of this indemnification provisionsuch claim and (d) nothing herein shall require any indemnified party to consent to the entry of any order, injunction or consent decree materially affecting its ability to conduct its business operations after the date thereof. Each So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall have the right to pay or settle any such claim; provided, however, that in such event it shall waive any right to indemnity therefor by the indemnifying party. If representation of the indemnified party, on the one hand, and the indemnifying party, on the other, by the same counsel would otherwise be responsible for its inappropriate due to actual or his own costs and expenses in connection with potential differing interests between them, then the transactions being contemplated hereby, including attorneys’ fees. Buyer indemnified parties shall promptly notify Seller of any claims and fully cooperate with Seller be entitled to engage separate legal counsel to participate in the defense of such claim at the sole expense of indemnifying party. If the indemnifying party does not notify the indemnified party within thirty (30) days after the receipt of the indemnified party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof. The parties , the indemnified party shall have agreed the right to contest, settle or compromise the claim in the exercise of its reasonable judgment at the expense of the indemnifying party. 8.7 Except with respect to the representations and warranties contained in Section 4.1(a), or Section 4.2(a), no claim for indemnification will be made by Buyer or by Seller under Section 8.2 or 8.3 hereof, as the case may be, with respect to any individual item of liability or damage unless and to the extent that there the aggregate of all claims by Buyer and LGWS under, respectively, this Agreement and the SPA, on the one hand, or by Shareholders, on the other hand, shall be no escrow in excess of $200,000, whereupon Buyer or Shareholders, as the case may be, shall be liable for all such claims, damages and liabilities, and the maximum aggregate liability of the Shareholders, on the one hand, and Buyer and LGWS, on the other hand for such claims, damages and liabilities shall be the Escrow Amount. Payments by an indemnifying party pursuant to Section 8.2 or 8.3, as applicable, shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other security withheld to secure Buyer against claim arising out of or related similar payment actually recovered by the indemnified party from any third party with respect thereto. Notwithstanding anything to the Seller’s Business. In lieu of an escrowcontrary contained in this Agreement, Seller has agreed that no claim by any Party hereto may be asserted, nor may any action be commenced against Buyer may offset any Losses arising out of a or the Shareholders, for breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the Business prior subject matter of such claim on or before the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 8.1, irrespective of whether the Closing out subject matter of the deferred portion of the Purchase Pricesuch claim or action shall have occurred before, on or after such date.

Survival Indemnification. All covenants, representations From and warranties in this Agreement shall survive for a period of twelve months after the date hereofClosing, except that any representation or warranty relating to taxes each entity constituting Seller shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendindemnify, indemnify defend and hold harmless Purchaser, the other party, its directorsAssociation and their respective affiliates, officers, employeesdirectors, advisors shareholders, members, managers, partners, agents, representatives, successors and affiliatesassigns (collectively, harmless “Purchaser Parties”) from and against any and all reasonable out-of-pocket losses, costs, damages, liens, claims, liabilities or damages expenses (collectivelyincluding, “Losses”but not limited to, reasonable out-of-pocket attorneys’ fees and costs) incurred or suffered by any Purchaser Party arising out of or relating to (i) the failure of Seller to complete the Oil Spill Remediation in connection accordance with this Agreement, or founded on (ii) any breach of any representation or warranty made by such entity in this Agreement (collectively referred to as “Breaches” and individually as a claim “Breach”). After the Board Approval Condition is satisfied, Tupperware Brands Corporation, a Delaware corporation, shall execute the Joinder in the form attached hereto and will circulate the executed Joinder to the parties set forth in the Notice section of this Agreement for the purpose of guaranteeing Seller’s indemnification obligations pursuant to this paragraph. The indemnification obligations under this paragraph shall survive Closing for a period of eighteen (18) months; provided, that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together claim made with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred specificity by the other in connection with enforcement of party seeking to be indemnified within such time period shall survive until such claim is finally and duly resolved. In the event that a Purchaser Party fails to timely make an indemnification claim under this indemnification provision. Each party paragraph, then such Purchaser Party shall be responsible for deemed to have waived its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld right to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricemake such claim.

Survival Indemnification. All covenants, (a) The Seller and the Purchaser covenant that their respective representations and warranties contained herein shall be true in all respects as of the Closing date of the sale of the Equity pursuant to this Agreement. All representations and warranties and other agreements made by the Seller and the Purchaser in this Agreement or pursuant hereto shall survive for a period of twelve months after the date hereofClosing. (b) The Seller shall indemnify the Purchaser and its successors and assigns, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors agents, stockholders and affiliatescounsel (collectively, the "Minghua Indemnitees"), pay on demand and protect, defend, save and hold each Minghua Indemnitee harmless from and against any and all liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), damages, losses, settlements, claims, liabilities actions, suits, penalties, fines, costs or damages expenses (collectivelyincluding, “Losses”without limitation, reasonable attorneys' and accountants' fees) arising out of or in connection with or founded on a claim that (any of the foregoing representationsforegoing, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ feesa "Claim") relating to such losses or arising therefrom or incurred by the other in connection with enforcement or asserted by a third party against any Minghua Indemnitee of whatever kind or nature arising from or occurring as a result of a breach of this indemnification provisionAgreement by the Seller or a breach of any representation or warranty made by the Seller in this Agreement. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer The Purchaser shall promptly notify the Seller of any claims Claim, upon becoming aware thereof, and fully permit the Seller at the Seller's sole cost to defend such Claim or suit and shall cooperate with Seller in the defense thereof. The parties have agreed that there Neither Purchaser nor any Seller shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained hereinenter into, or out permit, any settlement of any claims made against Buyer related to such suit without the Business prior to the Closing out express written consent of the deferred portion other party. The Purchaser may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of any Seller and will cooperate with the Purchase PriceSeller and its insurers in the disposition of any such matter.

Survival Indemnification. All covenants, (i) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall survive for a period the Closing, notwithstanding any due diligence investigation conducted by or on behalf of twelve months after the date hereof, except that any representation or warranty relating to taxes Purchaser. The representations and warranties of the Purchaser set forth in Section 2 shall survive for the applicable statutory limitation period and Closing notwithstanding any claim for amounts payable hereunder due diligence investigation conducted by or any indemnity claim hereunder asserted prior to the end on behalf of the foregoing survival periods shall survive until resolved. Each party hereby Company. (ii) The Company agrees to defend, indemnify and hold harmless the other party, Purchaser and its Affiliates and their respective directors, officers, employeestrustees, advisors members, managers, employees and affiliatesagents, harmless and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or damages defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) arising out to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. (iii) Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or founded on a claim that expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the foregoing representationsindemnified party, warranties and covenants consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating giving by the claimant or plaintiff to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each indemnified party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller release from all liability in respect of their representations, warranties and covenants contained herein, such claim or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricelitigation.

Survival Indemnification. All covenants, The representations and warranties made in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end closing of the foregoing survival periods transactions contemplated hereby for two years (other than with respect to Taxes, which shall survive until resolvedthe expiration of the thirty (30) day period following the expiration of the applicable statute of limitations), and statements made in schedules delivered hereunder shall be deemed to be representations and warranties made hereunder. Each representing party hereby agrees to defendshall indemnify, indemnify defend and hold harmless the other party, its party to whom the representations were made (the "Recipient") and their directors, officers, employees, advisors employees and affiliates, harmless from and Representatives against any and all claims, damages, losses, claimscosts or expenses (including attorneys' fees) suffered by the Recipient due to, liabilities based upon or damages otherwise in respect of (collectivelyi) any inaccuracy in, “Losses”or breach of, any representation made to the Recipient in this Agreement or any schedule delivered hereunder and (ii) arising out any breach of or any covenant made by the other party. If any claim is brought by a third party in connection with or founded on a respect of which indemnification may be sought hereunder, then the indemnified party may not settle such claim that any of without the foregoing representations, warranties and covenants prior written consent of the indemnifying party are untrueparty. PubliGroupe shall have no right of contribution from any Acquired Corporation for any claim made by Real Media against PubliGroupe under this Section or otherwise under this Agreement after the Closing Date. Upon the receipt by PubliGroupe of all of the shares of Real Media Common Stock to which it is entitled under Section 1 hereof, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by PubliGroupe hereby agrees that the other in connection with enforcement of this indemnification provision. Each party Acquired Corporations shall be responsible for its or his own costs irrevocably released and expenses in connection with discharged of and from all claims, liabilities, obligations and causes of action whatsoever (other than the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller obligations of any claims and fully cooperate with Seller Acquired Corporation (i) for the inter-company debt, if any, referred to in the defense thereof. The parties have agreed that there shall be no escrow last sentence of Section 4.10 hereof and (ii) under any contract or other security withheld to secure Buyer against claim arising out agreement with PubliGroupe listed on Schedule 2.8 of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to PubliGroupe Disclosure Schedule which is identified as surviving the Closing out of or under any Exhibit attached hereto which PubliGroupe has or may have against any Acquired Corporation for any matter arising at any time on or before the deferred portion of the Purchase PriceClosing Date.

Survival Indemnification. All covenants(a) The representations, representations warranties, covenants and warranties in this Agreement agreements made herein, unless otherwise indicated by their terms shall survive any investigation made by CA and the closing of the transactions contemplated hereby for a period of twelve months after three (3) years from the date hereof; PROVIDED, except that Sections 3.4, 3.5, 3.17 and 4.1 shall survive indefinitely; PROVIDED, FURTHER that any representation or warranty relating to taxes shall survive claims made for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted indemnification made prior to the end expiration of such period shall survive and not be extinguished by the expiration of such period. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the foregoing survival periods Company pursuant hereto in connection with the transactions contemplated hereby or by the other Transaction Documents shall survive until resolved. Each party hereby agrees be deemed to defend, be representations and warranties by the Company hereunder. (b) The Company shall indemnify and hold the other party, CA and its directors, officers, shareholders, employees, advisors agents and affiliateseach other person which controls (within the meaning of the Securities Act) CA, harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses) (collectively "Damages"), arising from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out breach of or any inaccuracy in, any representations, warranties, covenants or agreements contained herein or in any of the Transaction Documents or in any schedule, certificate or exhibit to any of the Transaction Documents, PROVIDED, that such indemnification shall not include any consequential damages; PROVIDED, FURTHER, that notwithstanding anything to the contrary in this Agreement or any Schedule hereto or CA's knowledge with respect thereto, the Company's liability shall include but not be limited to consequential damages with respect to any failure to obtain the Series A Consent or any damages incurred by CA in connection with any action by the holders of Series A Cumulative Convertible Preferred Stock with respect to the Series D Preferred Stock. (c) CA shall indemnify and hold the Company and its directors, officers, shareholders, employees, agents and each other person which controls (within the meaning of the Securities Act) the Company harmless against all Damages, arising from any breach of or founded on a claim that any inaccuracy in, any representations, warranties, covenants or agreements contained herein or in any of the foregoing representationsTransaction Documents or in any schedule, warranties and covenants certificate or exhibit to any of the indemnifying party are untrueTransaction Documents; PROVIDED, together with that such indemnification shall not include any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Priceconsequential damages.