Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect indemnify and hold harmless the ------------------------ Seller and ▇▇▇▇▇▇▇, and their respective affiliates and persons serving as officers, directors, employees, stockholders, agents, representatives directors or employees thereof and Affiliates the Stockholders (collectively, individually a "Seller Indemnified Party" and collectively the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement harmless from and against all lossesany damages, liabilities, damageslosses, claimstaxes, actionsfines, suitspenalties, proceedingscosts, demands, assessments, adjustments, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys’ fees of counsel and expenses accountants) of investigation), any kind or nature whatsoever (whether or not involving arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation or a third party claim and regardless deliberate or wilful breach by Buyer of any negligence representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement; (b) any other breach of any Seller Indemnified Party representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim; (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (ic) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to indemnify this Agreement; or (d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business . The rights of Seller pertaining Indemnified Parties to the Assigned Assets and Assigned Liabilities recover indemnification in respect of any occurrence referred to in clauses (c) or (Bd) of this Section 6.3 shall not be limited by the business fact that such occurrence may not constitute an inaccuracy in or breach of Split-Off Subsidiaryany representation, warranty or agreement referred to in clauses (a) or (vb) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesof this Section 6.3.

Indemnification by Buyer. Buyer covenants hereby agrees that from and agrees to after the Closing it shall indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇, its Affiliates and their respective directors, officers, directorsstakeholders, employeespartners, stockholdersmembers, attorneys, accountants, agents, representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties”) at all times from from, against and after in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the date Seller Indemnified Parties, whether in respect of this Agreement from and against all losses, liabilities, damages, third party claims, actionsclaims between the parties hereto, suitsor otherwise, proceedingsdirectly or indirectly relating to, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result arising out of or arising resulting from (ia) the Assumed Liabilities Related to each Specified Business, (b) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any a covenant or agreement (including any other agreement of Buyer contained in this Agreement or (c) the Transferred Assets Related to indemnify each Specified Business, each Specified Business or the Transferred Employees to the extent attributable to the operation or ownership of the Transferred Assets Related to such Specified Business or such Specified Business, or the employment of the Transferred Employees following the Closing. Notwithstanding anything to the contrary set forth in this Agreement) on , to the part extent that any Seller Indemnified Party is or becomes a shareholder or other equity holder of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability Parent or any of its Affiliates, indemnification hereunder shall not include Losses suffered by such Seller Indemnified Party (or its Affiliates) in such shareholder or other debt, liability or obligation equity holder capacity by reason of Split-Off Subsidiary, (ivi) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities indemnities being provided by Buyer hereunder or (Bii) the business Losses suffered in such capacity in respect of Split-Off Subsidiary, any Transferred Assets or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Assumed Liabilities.

Indemnification by Buyer. From and after the Closing Date, ------------------------ the Company shall pay, perform, fulfill and discharge all Company Liabilities. Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless the Seller and ▇▇▇▇▇▇▇all Seller Indemnified Parties (other than the Company), and each of their respective past, present and future directors, officers, directors, employees, stockholders, consultants and agents, representatives each of the Company's past and Affiliates present (and, through the Closing, future) directors, officers, employees, consultants and agents), and each of the directors, officers, heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) Company Liabilities incurred by or asserted against any breach of the representations Seller Indemnified Parties, INCLUDING, WITHOUT LIMITATION, ANY COMPANY LIABILITY BASED ON NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNIFIED PARTIES OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY BUT NOT INCLUDING COMPANY LIABILITIES BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER INDEMNIFIED PARTIES and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) subject to the limitations of Section 11.1 and Article XII, any breach Covered Liability resulting from, arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement (including any other agreement on the part of Buyer to indemnify which is expressly set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller Supplier and ▇▇▇▇▇▇▇, the Subcontractors and any of their respective officers, directorsagents, shareholders, partners, members, Affiliates, employees, stockholdersrepresentatives, agentsconsultants, representatives and Affiliates advisors and/or their respective assigns (collectivelyeach a “Supplier Indemnified Party”), the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses incurred or suffered by Supplier or any Supplier Indemnified Party for (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless a) any violation of any negligence Applicable Law or Permit to be complied with hereunder by any Buyer Responsible Party; (b) injury to or death of persons including employees of Buyer; (c) any loss of or physical damage to the property of any Seller Supplier Indemnified Party (collectivelyor any third parties, “Losses”)to the extent not covered by Supplier’s insurance, incurred by any Seller Indemnified Party as a result and to the extent arising out of or arising resulting from (i) any breach misuse of the representations and warranties Turbine Equipment by Buyer after the delivery of such Buyer set forth herein or in certificates delivered in connection herewiththe Turbine Equipment to the Delivery Point, (ii) the intentional or negligent acts or omissions of Buyer, its subcontractors, or any breach Person or nonfulfillment entity directly employed by either of them, or any covenant Person or agreement entity for whose acts any of them are liable during the performance of the Balance of Plant Work (including any other agreement of collectively, “Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this AgreementResponsible Parties”), or (iii) claims by third parties regarding the Turbine Equipment or the performance thereof after the Commissioning Completion Date which claims are not attributable to defects or breach of warranties by Supplier hereunder or under the Warranty Agreement; and (d) any Assigned Asset failure of any Buyer Responsible Party to pay for Taxes or Assigned Liability or Sales Taxes for which Buyer is responsible pursuant to this Agreement; provided, however, that Buyer shall have no liability for any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining Losses to the Assigned Assets and Assigned Liabilities proportionate extent resulting from any Supplier Responsible Party’s performance or (B) non-performance under this Agreement or the business negligence or willful misconduct of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesany Supplier Responsible Party.

Indemnification by Buyer. 11.2.1. Buyer covenants and agrees to shall indemnify, defend, protect save and hold harmless Seller and ▇▇▇▇▇▇▇, the Shareholder and their respective its officers, directorsmanagers, members, employees, stockholders, agents, representatives and Affiliates affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after the date of this Agreement harmless from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (expenses, including specifically, but without limitation, reasonable attorneys’ fees fees, interest, penalties, and expenses of all reasonable amounts paid in investigation), whether defense or not involving a third party claim and regardless settlement of any negligence of the foregoing net of receipt of insurance or other proceeds (net of any Seller Indemnified Party expenses to obtain recovery and retroactive adjustment or other reimbursement to the insurer or other payor in respect to such payment) and Tax benefits (net of any expenses to obtain such benefits) (collectively, the “LossesSeller Damages”)) asserted against, imposed upon or resulting to or incurred by any Seller Indemnified Party as Indemnitees resulting from or in connection with: (a) a result breach of or arising from (i) any breach of the representations and warranties of such made by Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on , the part of such Disclosure Schedules, the exhibits, certificates or other closing documents delivered by Buyer under pursuant to this Agreement, or in any other certificate furnished pursuant hereto by Buyer; (iiib) a breach of any of the covenants or agreements made by Buyer in or pursuant to this Agreement; (c) the Specified Liabilities; (d) any Assigned Asset brokerage or Assigned Liability finder’s fees or commission or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any other debt, liability Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement; and (e) any Obligation arising out of ownership or obligation operation of Split-Off Subsidiary, (iv) the conduct Specified Assets from and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date

Indemnification by Buyer. In addition to other obligations of indemnification contained in this Agreement, Buyer covenants (in its capacity as indemnifying party, the "Indemnifying Party") hereby agrees, subject to the limitations set forth below, to indemnify PHL, Sellers and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇, their Affiliates other than APC or any of its Subsidiaries and their respective officers, directors, employeesofficers and employees (each in its capacity as indemnified party, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”an "Indemnitee") at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred investigation conducted by or knowledge obtained by any Seller Indemnified Party as a result of or them, and hold each of PHL, Sellers and their Affiliates and their respective directors, officers and employees harmless from, against and in respect to any and all Losses arising from or related to any of the following: (i) any breach of, untruth of or inaccuracy in (or any allegation by any third party of facts which, if true as alleged, would constitute such a breach or inaccuracy in) any representation or warranty made by or on behalf of Buyer in this Agreement (including, without limitation, in the representations and warranties of such Buyer set forth herein Disclosure Letter) or in certificates any Closing Agreement or other document, instrument or certificate delivered in connection herewith, pursuant hereto; (ii) any breach breach, non-fulfillment or nonfulfillment violation of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement, or in any Closing Agreement or in any document, instrument or certificate delivered pursuant hereto; or (iii) any Liability incurred by PHL, Sellers or any of their Affiliates relating to or arising from any time period after the Closing Date arising out of, with respect to or in connection with the APC Business or any matter or circumstance involving APC or any of its Subsidiaries, including, without limitation, the APC Plans and the APC Benefit Arrangements, other than matters with respect to (a) any Excluded Liabilities (b) any Losses covered by Section 5.7 or the indemnity in Section 8.1 or (c) any Losses arising out of an illegal or tortious course of conduct on the part of such Buyer under this AgreementPHL, (iii) any Assigned Asset or Assigned Liability Sellers or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiestheir Affiliates.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Mesa, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Mesa and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Subject to all of the limitations set forth in this Article 7, from and after Closing (except with respect to clause (d), which shall apply from and after the Execution Date), Buyer covenants and agrees to indemnify, defend, protect defend and hold harmless Seller Seller, its Affiliates and ▇▇▇▇▇▇▇, and each of their respective directors, officers, directors, employees, stockholderscontrolling Persons, agents, representatives attorneys, representatives, successors and Affiliates permitted assigns (collectivelySeller and such Persons are hereinafter collectively referred to as “Seller’s Indemnified Persons”), harmless from and against any and all Losses that Seller’s Indemnified Persons may, suffer, sustain, incur or become subject to, to the extent arising out of, or due to: (a) any inaccuracy, misrepresentation or breach of any representation or warranty made or given by the Seller in Article 5 of this Agreement as of the Closing Date (or any other date specified in such representation or warranty); (b) from and after Closing, the “breach of any covenant, undertaking, agreement or other obligation of Buyer under this Agreement; (c) any Purchased Asset or Assumed Liability (including, for such purposes, all assets and Liabilities intended to be transferred or assumed as contemplated in Section 2.5), or Transferred Employee; (d) any matters (whether before or after the Closing Date) arising from or relating to the application or enforcement of, or claims brought under, antitrust/competition Laws or the Investment Canada Act (including the matters contemplated by Sections 6.1(a) and (b)), including the costs of defending the Transactions, costs associated with any Legal Proceeding (including investigations and inquiries, whether formal or informal), or Losses that Seller’s Indemnified Persons may suffer or incur arising in connection with any related Order; (e) Seller’s or Buyer’s performance of its respective obligations under Section 2.5 or under any Contract treated as an Assigned Contract pursuant to Section 2.5 or the sale, assignment, transfer, conveyance and delivery of any of the Assigned Contracts (including any treated as Assigned Contracts pursuant to Section 2.5) to the extent that any consent, authorization, approval or waiver described in Section 2.5 with respect to the applicable Assigned Contract has not been obtained at Closing (except to the extent Seller Indemnified Parties”has breached its obligations to disclose in the Schedules the requirement to obtain any such consent, authorization, approval or waiver and Seller incurs actual economic harm as a result of not obtaining consent under that applicable Assigned Contract or the Seller has failed to comply with its covenants in Section 2.5, 6.2 or 6.3 with respect to such consent, authorization, approval or waiver); or (f) at all times any of the Agreements specified in Schedule 7.2(f), in each case only to the extent such Losses relate to the period from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ ' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “"Losses”"), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an "Affiliate" is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and ▇▇▇▇▇▇▇Shareholders, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Assets Purchased Assets;; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholders (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. Subject to the conditions and provisions of SECTION 12.4, Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇Sellers, their members, One-On-One Sports, Inc. and their respective officers, directors, employees, stockholders, agents, representatives officers and Affiliates employees (collectively, the “Seller "Sellers Indemnified Parties”") at from, against and with respect to any and all times Losses, asserted against, resulting to, imposed upon or incurred by Sellers Indemnified Parties, directly or in indirectly, by reason of or resulting from (a) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether contractual, Tax or any other type of liability or obligation or claim) expressly assumed by Buyer pursuant to SECTION 2.6; (b) any misrepresentation or breach of the warranties of Buyer contained in or made pursuant to any Buyer Document; (c) any noncompliance by Buyer with any covenants, agreements or undertakings of Buyer contained in or made pursuant to any Buyer Document; (d) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual, Tax or any other type of liability or obligation or claim) arising out of, relating to or resulting from the business of Buyer, or relating to or resulting from the Assets (other than the Excluded Assets) or the Assumed Liabilities, or the business and operations of the Station during the period from and after the date Closing Date; (e) any failure by Buyer to obtain and hold any permit, license or approval from any Governmental Authority necessary in order to conduct the operations of the Station in accordance with applicable law and to own, use and maintain the Assets; and (f) any decision by Buyer to close the transactions contemplated by this Agreement from notwithstanding a failure by Sellers to obtain any consent, authorization or approval, including Governmental Approvals relating to the assignment of governmental permits, orders or authorizations, and against all lossesconsents, liabilitiesauthorizations and approvals of non-governmental third parties necessary to effect valid assignments or transfers to Buyer of any Asset, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationany Material Contract set forth on SCHEDULE 2.1(D), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAdditional Agreement.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and ▇▇▇▇▇▇▇each of Seller’s Affiliates, and their respective officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and Affiliates assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any claims, losses, damages, liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of investigation)lost profits or diminution in value or are otherwise not actual claims, whether losses, damages, liabilities, penalties, interest, costs or not involving a third party claim and regardless of any negligence of any expenses) reasonably incurred by Seller Indemnified Party Indemnitees (collectively, “Seller Losses”), incurred in connection with, or resulting from, each and all of the following: (a) Any breach by Buyer of any Seller Indemnified Party as a result of representation or arising from warranty set forth in this Agreement except those in Section 5.4 (iBrokers Fees); (b) any Any breach by Buyer of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this AgreementSection 5.4 (Brokers Fees); (c) on the part Any breach of such Buyer under this Agreementany covenant, (iii) any Assigned Asset or Assigned Liability or any other debt, liability agreement or obligation of Split-Off SubsidiaryBuyer contained in this Agreement; (d) The operation and ownership of the Business and Assets on and after the Closing Date, (iv) the conduct and operations, whether before including but not limited to any Seller Losses resulting from or arising out of any products sold on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date; and

Indemnification by Buyer. Buyer covenants hereby agrees that from and agrees to after the Closing it shall indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇, its Affiliates and their respective directors, officers, directorsstakeholders, employeespartners, stockholdersmembers, attorneys, accountants, agents, representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (collectively, the “"Seller Indemnified Parties”") at all times from from, against and after in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the date Seller Indemnified Parties, whether in respect of this Agreement from and against all losses, liabilities, damages, third party claims, actionsclaims between the parties hereto, suitsor otherwise, proceedingsdirectly or indirectly relating to, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result arising out of or arising resulting from (ia) the Assumed Liabilities Related to each Specified Business, (b) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any a covenant or agreement (including any other agreement of Buyer contained in this Agreement or (c) the Transferred Assets Related to indemnify each Specified Business, each Specified Business or the Transferred Employees to the extent attributable to the operation or ownership of the Transferred Assets Related to such Specified Business or such Specified Business, or the employment of the Transferred Employees following the Closing. Notwithstanding anything to the contrary set forth in this Agreement) on , to the part extent that any Seller Indemnified Party is or becomes a shareholder or other equity holder of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability Parent or any of its Affiliates, indemnification hereunder shall not include Losses suffered by such Seller Indemnified Party (or its Affiliates) in such shareholder or other debt, liability or obligation equity holder capacity by reason of Split-Off Subsidiary, (ivi) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities indemnities being provided by Buyer hereunder or (Bii) the business Losses suffered in such capacity in respect of Split-Off Subsidiary, any Transferred Assets or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Assumed Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnifyshall exculpate, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, Sellers and their respective employees, officers, directors, employees, stockholders, agents, representatives directors and Affiliates stockholders (collectively, the “Seller Indemnified Parties”) harmless from and against, and agrees to promptly defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, any and all Claims incurred by Seller Indemnified Parties that result from: (a) any breach or inaccuracy of any representations and warranties made by Buyer in or pursuant to this Agreement, or in any certificate or affidavit delivered by Buyer at all times the Closing in accordance with the provisions of any Section hereof; provided that Sellers make a claim for indemnification within the applicable survival period set forth in Section 9.5; (b) any failure by Buyer to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Buyer pursuant to this Agreement; (c) the operation or ownership of the Business from and after the date Closing Date; or (d) any suit, action or other proceeding brought by any governmental authority or Person arising out of, or in any way related to, any of the matters referred to in Sections 9.2(a)-(c). The amounts for which Buyer shall be liable under this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless Section 9.2 shall be net of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising insurance proceeds paid to Sellers from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered its own insurance policies in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on with the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining facts giving rise to the Assigned Assets and Assigned Liabilities or (B) the business right of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesindemnification.

Indemnification by Buyer. Each of Buyer covenants and agrees Parent agree, jointly and severally, to indemnify, defendprotect, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇any Affiliate thereof and each of its shareholders, any parent, subsidiary or affiliate thereof and their respective all directors, officers, directors, employees, stockholdersattorneys, agentsand agents of any of the foregoing (the "Seller Group"), representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and any time after the date Closing and during the appropriate Survival Period (except that such indemnification obligations shall continue beyond the Survival Period if a Notice of this Agreement Claim for indemnification shall be delivered to Parent and Buyer prior thereto, in which case such indemnification obligations shall continue until the claim as to which such notice has been given is resolved and any applicable indemnification obligations have been satisfied), from and against all demands, claims, actions or causes of action, assessments, deficiencies, taxes, losses, damages, liabilities, damagescosts and expenses, claimsincluding without limitation, actionsinterest, suits, proceedings, demands, assessments, adjustments, costs penalties and reasonable attorneys' fees and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationcollectively "Losses"), whether asserted against, resulting from, imposed upon or not involving a third party claim and regardless incurred by the Seller Group, directly or indirectly, arising out of or in connection with (a) the breach or inaccuracy of any negligence of any Seller Indemnified Party the representations or warranties of Buyer or Parent made in or pursuant to this Agreement; (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (ib) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth or Parent contained in this Agreement; or (c) on any failure to pay any obligation, liability, debt or commitment of the part Seller which is an Assumed Obligation or Assumed Liability, whether or not paid by Seller; or (d) any and all obligations, liabilities, debts or commitments in connection with the Assets or the operation of the Business arising after the Closing to the extent that they arise after the Closing and only in respect of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiestime period.

Indemnification by Buyer. Subject to and to the extent provided in this Article 11, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, Parties and their respective officers, directors, members, employees, stockholders, agents, representatives agents and Affiliates (collectively, the “Seller Parties Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether any Losses incurred or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred suffered by any of the Seller Parties Indemnified Party Parties as a result of or arising from from: (ia) any breach of or misrepresentation associated with any representation or warranty made in this Agreement on the representations and warranties part of Buyer, without regard to whether any Seller Parties Indemnified Party had any knowledge of the facts or circumstances giving rise to such Buyer set forth herein or in certificates delivered in connection herewith, breach; (iib) any breach breach, non-compliance or nonfulfillment of failure to perform fully any covenant or agreement (including any other agreement of Buyer to indemnify set forth made in this Agreement) Agreement on the part of Buyer, without regard to whether any Seller Parties Indemnified Party had any knowledge of the facts or circumstances giving rise to such Buyer under this Agreement, breach; (iiic) the Assumed Liabilities; (d) any Assigned Asset fraud, willful misconduct or Assigned Liability criminal act of Buyer (including any officer, employee or any other debt, liability or obligation of Split-Off Subsidiary, agent thereof); (ive) the conduct acts or omissions of any of Buyer or its officers, directors, members, employees, agents and operations, whether before independent contractors occurring on or about the Facilities or occurring in connection with the operation of the Business on or after Closingthe Closing Date, of including any act or omission constituting medical malpractice by any such person on or after the Closing Date; or (Af) the business claims of any broker or finder engaged by Buyer. Subject to Sections 11.3 and 11.4 hereof, any indemnification payments shall be made within thirty (30) days of the date on which the amount of a Loss is identified in writing by the Seller pertaining Parties Indemnified Party(ies) to Buyer, and payment shall be effected by Buyer, at the Assigned Assets and Assigned Liabilities or sole election of the Buyer Indemnified Party(ies), by (Bi) the business wire transfer of Split-Off Subsidiaryimmediately available funds of Buyer, or (vii) claims asserted, whether before delivery of a certified check or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to official bank check in the Assigned Assets and Assigned Liabilitiesamount of the indemnification liability.

Indemnification by Buyer. (a) Buyer covenants and agrees to indemnify, defendhold harmless, protect defend and hold harmless Seller bear all costs of defending the Shareholder and ▇▇▇▇▇▇▇his heirs and assigns, agents and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates attorneys (collectively, the “Seller Shareholder Indemnified Parties”), from, against and with respect to any and all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceeding, demand, assessment or judgment to or against the Shareholder Indemnified Parties arising by virtue of the Shareholder’s status as a shareholder, officer, employee, director or agent of the Company or his sale of the Company Shares pursuant to this Agreement (collectively, the “Shareholder’s Aggregate Net Loss”) at all times from arising out of or in connection with: (i) Business activities of the Company occurring on and after the date Effective Date, including by not limited to, those arising from any service or products provided by the Company after the Effective Date (other than those arising out of or in connection with any breach, violation, nonperformance or activities of the Shareholder covered by Section 8.1(a)); (ii) Any breach or inaccuracy of any representation or warranty of Buyer contained in this Agreement or in any Related Document; (iii) Fee and expenses of persons engaged by Buyer or its Affiliates in connection with the negotiation and execution of this Agreement or consummation of the transactions contemplated hereby; (iv) Any violation of, or nonperformance by Buyer of any of its covenants or agreements contained in this Agreement or in any Related Document; and (v) Claims by third parties made against the Shareholder Indemnified Parties after the Effective Date but arising from or relating to any action, inaction, event, occurrence or circumstance occurring or existing after the Effective Date; (vi) the Equipment Indebtedness and Vehicle Lease Obligations for the time period after the Effective Date; and (vii) claims made by third parties against the Shareholder Indemnified Parties after the Effective Date arising from or relating to any and all lossesguarantees of the Shareholder in respect of liabilities and Indebtedness of the Company expressly retained by the Company and disclosed to Buyer hereunder, liabilitiesand without duplication of any amounts reflected in the calculation of Net Working Capital, damagesincluding without limitations, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a the third party claim leases, Equipment Indebtedness, Vehicle Lease Obligations and regardless vendors and suppliers of any negligence of any Seller Indemnified Party the Company if such guarantees are not terminated prior to the Closing Date (collectively, the “LossesGuarantees”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇BLB, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or BLB and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Buyer covenants and agrees to will indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇, Parties and their respective Affiliates, officers, directors, employees, stockholders, agents, representatives directors and Affiliates employees (collectively, the “Seller Indemnified Parties”) at all times from and after for any Damages, to the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred extent caused by any Seller Indemnified Party as a result of or arising from from: (ia) any breach of any representation or warranty of Buyer contained in this Agreement or the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewithOther Transaction Documents, (iib) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this AgreementAgreement or the Other Transaction Documents, (c) any Liabilities under the Welichem Agreement to the extent arising on or after the part Closing Date or relating to any period on or after the Closing Date, (d) any of the Assumed Liabilities, (e) any Third Party Claim based on or alleging infringement or misappropriation of such Buyer Third Party’s intellectual property arising under this Agreementor resulting from the Development, (iii) Manufacture or Commercialization of any Assigned Asset Compound or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) Product after the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (vf) claims assertedany personal injury, whether before death or after Closingproperty damage resulting from the Development, Manufacture (A) against Split-Off Subsidiary or (B) pertaining except to the Assigned Assets and Assigned Liabilitiesextent of Manufacture by Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of any Compound or Product arising from the Development, Manufacture (except to the extent of Manufacture by Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of such Compound or Product after the Closing. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect will indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, the Sellers and their Affiliates and any of their respective officers, directors, employees, stockholders, agents, representatives and Affiliates Representatives (collectively, collectively referred to herein as the “Seller Indemnified Parties”), and will reimburse the Seller Indemnified Parties for any Damages arising from or in connection with: (a) at all times from and any Breach of any representation or warranty made by Buyer in this Agreement, any Ancillary Agreement or any in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement, Ancillary Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Purchased Assets or the Business after the date Closing Date; (d) any act or omission by the Buyer, any of this Agreement from and against all lossesits Affiliates or any of their delegees, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses agents or assigns (including specificallyany of their respective employees) in connection with the servicing, but without limitationbilling, reasonable attorneys’ fees and expenses processing, recovery, collection of investigation)any Vehicle Contract occurring after the Closing Date, whether or not involving a third party claim and any Dealer act or omission relating to any Vehicle Contract acquired after the Effective Time (regardless of whether such Dealer act or omission also relates to Vehicle Contracts transferred pursuant to this Agreement); (e) any negligence act or omission by the Buyer with respect to the management, accounting or administration of the Dealer Reserves after the Closing Date; or (f) any Assumed Liabilities. Notwithstanding the foregoing, no Seller Indemnified Party (collectivelyshall be indemnified or held harmless for Damages to the extent such Damages resulted, “Losses”)in whole or in part, incurred directly or indirectly, from any action or omission by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesParty.

Indemnification by Buyer. Except as otherwise limited by this Article IV, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇BHP Hawaii, BHP Pacific and their respective Affiliates, shareholders, officers, directors, employees, stockholderssubsidiaries, agents, representatives successors and Affiliates assigns (collectively, the “"Seller Indemnified Parties”") at all times from and after against, and pay or reimburse the date of this Agreement from Seller Indemnified Parties for, any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (other than any compensation paid or payable to any employee of BHP Hawaii for work performed in satisfaction of or in connection with BHP Hawaii's obligations under this Agreement), interest, awards, judgments, fines and penalties (including specifically, but without limitation, reasonable attorneys’ fees legal costs and expenses and environmental response costs) actually suffered or incurred by them (hereinafter a "Seller Loss") arising out of investigation), whether or not involving a third party claim and regardless resulting from: (a) the inaccuracy of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of representation or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement warranty of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, ; (iiib) any Assigned Asset breach or Assigned Liability violation of this Agreement by Buyer; and (c) except for BHP Hawaii's indemnification obligations in Section 4.2 (which indemnification obligations expire as provided in subsection 4.4(a) and are limited in amount as further provided in subsections 4.4(b) and (c)), any Environmental Claim as it relates to or arises from (x) Subsidiary's former or current operations on, and/or Subsidiary's former or current use, operation, ownership, lease, possession, control, occupancy or maintenance of, any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operationsreal property, whether before or after the Closing, of ; (Ay) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims assertedcondition, whether before or after the Closing, of any such real property or the structures or fixtures thereon; or (Az) against Split-Off Subsidiary's or Buyer's operation of the Business, whether before or after the Closing (collectively, "Covered Environmental Losses"); which Covered Environmental Losses shall include Seller Losses arising out of or resulting from: (i) the presence of any Hazardous Material or other substances or matter in the fixtures, structures, soils, groundwater, surface water or air on, under or about or migrating from the assets and properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by Subsidiary or Buyer, and any such Hazardous Material or other substances migrating to adjoining or other properties; (Bii) pertaining the use, generation, production, manufacture, treatment, storage, disposal, Release, threatened Release, discharge, spillage, loss, seepage or filtration of Hazardous Materials or other substances or matter, by Subsidiary or Buyer or their employees, successors, agents, assigns, or contractors from, on, under or about such assets or properties or the presence therein or thereunder of any underground or above-ground tanks for the storage of fuel oil, gasoline and/or other petroleum products or by-products or other Hazardous Material; (iii) the violation or noncompliance or alleged violation or noncompliance by Subsidiary or Buyer or their employees, successors, agents, assigns or contractors of any Environmental Law or Environmental Permit arising from or related to the Assigned Assets operation of the Business or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of any of such assets or properties; (iv) the failure by Subsidiary or Buyer or their employees, successors, agents, assigns or contractors to have obtained or maintained in effect any Environmental Permit required by any Environmental Law as a result of the operation of the Business or the use, operation, ownership, lease, control, possession, occupancy, maintenance or condition of such assets or properties; (v) any and Assigned Liabilitiesall claims arising out of any of the matters described in this subsection 4.3(c); and (vi) any and all claims by Governmental Authorities for enforcement, cleanup, removal, treatment, response, natural resources, remedial or other actions or damages arising out of any of the matters described in this subsection 4.3(c); (vii) any and all claims by any third Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising from any of the matters described in this subsection 4.3(c); and (viii) any and all remedial work and other corrective action (including investigation or monitoring of site conditions, or any clean-up, containment, restoration or removal) taken by, or the costs of which are imposed upon, any Seller Indemnified Party arising from the matters described in this subsection 4.3(c). This subsection 4.3(c) shall not limit Buyer's rights with respect to Section 4.18 of the Stock Sale Agreement.

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and ▇▇▇▇▇▇▇Shareholders, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities after the Closing; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Purchased Assets after the Closing; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholders (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. From and after the Closing Date, in addition to all other obligations of Buyer covenants and agrees to Seller set forth in this Agreement, Buyer shall indemnify, defend, protect defend and hold harmless Seller, Seller’s Affiliates and their respective directors, officers, employees, representatives, successors and assigns from and against any Loss resulting from, related to, or arising out of: (a) Buyer’s ownership or operation of the Terminal after Closing, except for any Loss for which Seller and has assumed responsibility or agreed to indemnify Buyer under Article VII; -43- TERMINAL SALE AND PURCHASE AGREEMENT (▇▇▇▇▇▇▇▇ (WEST)) EXECUTION VERSION (b) The breach by Buyer or any Affiliate of Buyer (or any shareholder, and their respective officersofficer, directorsdirector, employeesemployee of Buyer or such Affiliate) of any representation or warranty contained in this Agreement, stockholdersin any Exhibit or Schedule to this Agreement, agentsor in any document, representatives and Affiliates instrument, agreement or certificate delivered under this Agreement; provided that Buyer shall have no indemnification obligation for any such Loss if Buyer has not received a claim from Seller (collectivelyspecifying in reasonable detail the basis for such Loss) within one year following the Closing Date, or if such Loss results from a breach of Section 6.1 (Organization) or Section 6.2 (Due Authorization), within the “Seller Indemnified Parties”) applicable time set forth in Section 10.1; provided, further, that a claim for a Loss resulting from the fraud or willful misconduct of Buyer may be made at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but any time without limitation; or (c) The breach by Buyer or any Affiliate of Buyer (or any shareholder, reasonable attorneys’ fees and expenses officer, director, employee of investigation), whether Buyer or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (isuch Affiliate) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement) on the part of such Buyer , in any Exhibit or Schedule to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Stratex, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Stratex and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and ▇▇▇▇▇▇▇Seller, Seller's Affiliates and their respective officers, directors, employees, stockholders, agents, representatives employees and Affiliates agents (collectively, collectively the “"Seller Indemnified Parties”Indemnitees") at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless in respect of any negligence of any Seller Indemnified Party (collectively, “Losses”), and all Damages reasonably incurred by any Seller Indemnified Party Indemnitee, whether paid or payable, as a result of or arising from in connection with each and all of the following: (ia) any breach of any representation or warranty made by Buyer in this Agreement; (b) the representations and warranties breach of such any covenant, agreement or obligation of Buyer set forth herein contained in this Agreement or any other instrument contemplated by this Agreement; (c) any misrepresentation contained in any statement or certificate furnished by Buyer pursuant to this Agreement or in certificates delivered in connection herewithwith the transactions contemplated by this Agreement; (d) the Assumed Liabilities and any Liability relating to the A/TS Network or the Acquisition Assets arising after or resulting from events which occurred after the Closing Date, except to the extent such liability is specifically assumed by Seller hereunder; (e) any Liability arising out of, or resulting from: (i) the Buyer's violation of any employment discrimination law with respect to any Designated Employee prior to or during the six month period following the Closing Date; (ii) any breach or nonfulfillment Buyer's improper use of any covenant Designated Employee's employment records transferred to Buyer by Seller or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, its Affiliates; or (iii) Buyer's illegal conduct in connection with Buyer's interviews of Seller's employees pursuant to Section 5.2; or (f) any Assigned Asset Liability with respect to any tax liabilities of any and all kinds arising out of the ownership, operation or Assigned Liability possession of the A/TS Network or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or Acquisition Assets after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Effective Time. 50

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Symbid, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Symbid and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. Buyer covenants and, after the Closing, TWBI covenant and agrees agree to jointly and severally indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their respective its officers, directors, employees, stockholders, agents, representatives and Affiliates affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such any Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of any Buyer to indemnify Seller set forth in this Agreement) on the part of such any Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryTWBI, (iv) the conduct and operations, whether before or after Closing, operations of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, TWBI whether before or after Closing, (Av) claims asserted against Split-Off Subsidiary TWBI whether before or after Closing, or (Bvi) pertaining any federal or state income tax payable by Seller and attributable to the Assigned Assets and Assigned Liabilitiesbusiness or operations of the TWB or the transaction contemplated by this Agreement.

Indemnification by Buyer. Buyer covenants and agrees to USF shall indemnify, defend, protect save and hold harmless Seller and ▇▇▇▇▇▇▇, Sellers and their respective officers, directors, employees, stockholders, agents, representatives Affiliates and Affiliates agents (collectively, the “Seller Indemnified Parties”"SELLERS INDEMNITEES") at all times from and after the date of this Agreement harmless from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, liabilities, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsliabilities, costs and expenses (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys’ fees amounts paid in investigation, defense or settlement of any of the foregoing and expenses of investigation), whether or not involving a any such demands, claims, allegations, etc., of third party claim and regardless of any negligence of any Seller Indemnified Party (parties are meritorious; collectively, “Losses”)"SELLERS DAMAGES") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Seller Indemnified Party as a result Sellers Indemnitees, directly or indirectly arising out of or arising from (i) any a breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein or USF in this Agreement or in certificates delivered any certificate or document furnished pursuant hereto by Buyer or USF or in connection herewith, any Other Agreement to which Buyer or USF is a party; (ii) any a breach or nonfulfillment of any covenant or agreement (including made by Buyer or USF in or pursuant to this Agreement or in any other agreement of Other Agreement to which Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, or USF is a party; and (iii) any Assigned Asset or Assigned Assumed Liability or any other debt, liability or obligation of Split-Off Subsidiary, and (iv) any claim asserted by a third party (including a Governmental Body) arising out of Buyer's or USF's operation of the conduct and operations, whether before Business after the Closing Date unless such claim arises from a breach of a representation or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitieswarranty by Sellers herein.

Indemnification by Buyer. Buyer hereby covenants and agrees to indemnifywith Seller that, defendregardless of any investigation made at any time by or on behalf of Seller or any information Seller may have and regardless of the consummation of the transactions hereunder, protect and hold harmless Buyer shall indemnify Seller and ▇▇▇▇▇▇▇▇ and Seller's directors, officers, shareholders and affiliates (individually, a "Seller Indemnified Party"), and their respective officershold them harmless from, directorsagainst and in respect of any and all costs, employeeslosses, stockholdersclaims, agentsliabilities, representatives fines, penalties, damages and Affiliates expenses (collectively, the “including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them in connection with: (i) all liabilities of or claims against Seller Indemnified Parties”) at all times Parties of any nature, whether accrued, absolute, contingent or otherwise attributable to any event occurring after the Closing Date (whether known or unknown to Seller, or Buyer), relating to the operation by Buyer of the Purchased Assets from and after the date of this Agreement Closing Date, except if (x) such liability results from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless arises in connection with the breach of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein representations, warranties, covenants or agreements made by Seller and/or ▇▇▇▇▇▇▇▇ in certificates this Agreement, any other agreement referred to herein, any Schedule or Exhibit hereto or any certificate or instrument delivered in connection herewithherewith or therewith, or (y) such liability is included under Section 12(b) above; (ii) any breach of, or nonfulfillment any inaccuracy in any of any covenant the representations, warranties, covenants or agreement (including agreements made by Buyer in this Agreement, any other agreement of Buyer referred to indemnify set forth herein, any Exhibit or Schedule hereto or any certificate or instrument delivered in this Agreement) on the part of such Buyer under this Agreement, connection herewith or therewith; (iii) any Assigned Asset attempt (whether or Assigned Liability not successful) by any person to cause or require a Seller Indemnified Party to pay or discharge any other debt, obligations, liability or obligation of Split-Off Subsidiary, commitment included in the Assumed Liabilities; or (iv) any action, suit, proceeding, compromise, settlement, assessment or judgment arising out of or incidental to any of the conduct and operationsmatters indemnified against in this Paragraph; provided, whether before or after ClosingHOWEVER, that Buyer shall not be obligated to indemnify a Seller Indemnified Party under this Paragraph with respect to any settlement of (A) the business of Seller pertaining a claim to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiarywhich Buyer has not consented, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitieswhich consent shall not unreasonably be withheld.

Indemnification by Buyer. Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇(i) Company, (ii) FHVHC, (iii) each of their respective Affiliates, and (iv) each of their respective officersstockholders including, without limitation the Existing FHVHC Shareholders, members, partners, directors, officers, managers, employees, stockholders, agents, attorneys and representatives and Affiliates (collectively, the “Seller Company Indemnified Parties”) at all times from and after the date of this Agreement ), from and against any and all lossesLosses which may be incurred or suffered by any Company Indemnified Party and which may arise out of or result from: (a) any breach of any representation, liabilitieswarranty, damagescovenant or agreement of Buyer contained in this Agreement, claimsthe Reorganization Agreement or in any other Company Document; (b) any breach of any representation, warranty, covenant or agreement of Company contained in the Reorganization Agreement; (c) all activities, actions and omissions to act of Company (including for purposes hereof, and Company’s respective Affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives) arising prior to the Closing, regardless of whether or not any Loss related to any such activity, action or omission to act shall occur after the Closing; and (d) any and all actions, suits, proceedings, claims, demands, assessments, adjustmentsjudgments, costs and expenses (including specificallyexpenses, but including, without limitation, reasonable attorneys’ legal fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”)expenses, incurred by any Seller Indemnified Party as a result in enforcing this indemnity and the indemnity obligations of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth elsewhere in this Agreement) on . In connection with the part foregoing, Buyer agrees and covenants that, notwithstanding Buyer’s indemnification obligations set forth herein, it is the intent of the parties hereto that Buyer is and shall continue to be the direct and primary obligor for all of the Assumed Liabilities and Buyer further agrees and covenants that it shall cause all such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct Assumed Liabilities to be fully satisfied and operations, whether before or after Closing, of (A) the business of Seller pertaining discharged in accordance with their respective terms at no cost to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesCompany.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and ▇▇▇▇▇▇▇each of Seller's Affiliates, and their respective officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and Affiliates assigns (collectively, the “"Seller Indemnified Parties”Indemnitees") at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any claims, losses, damages, liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of investigationlost profits or diminution in value or are otherwise not actual claims, losses, damages, liabilities, penalties, interest, costs or expenses) reasonably incurred by Seller Indemnitees ("Seller Losses"), whether in connection with, or not involving a third party claim resulting from, each and regardless all of the following: (a) Any breach by Buyer of any negligence of any Seller Indemnified Party representation or warranty set forth in this Agreement except those in Section 5.4 (collectively, “Losses”Brokers Fees), incurred ; (b) Any breach by any Seller Indemnified Party as a result of or arising from (i) any breach Buyer of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this AgreementSection 5.4 (Brokers Fees); (c) on the part Any breach of such Buyer under this Agreementany covenant, (iii) any Assigned Asset or Assigned Liability or any other debt, liability agreement or obligation of Split-Off SubsidiaryBuyer contained in this Agreement; (d) The operation and ownership of the Business and Assets on and after the Closing Date, (iv) the conduct and operations, whether before including but not limited to any Seller Losses resulting from or arising out of any products sold on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date; and

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇HRAA, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or HRAA and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer Buyer, covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from from: (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of Buyer under this Agreement; provided that Buyer shall have no obligation to indemnify Seller for Losses for which Seller is obligated to indemnify a Buyer Indemnified Party (including defined below) pursuant to Section 6.2 below. (a) Notwithstanding any other agreement provision of this Agreement: (1) Buyer’s and Spin-Off Subsidiary’s aggregate liability in respect of all claims that the Seller may have against either or both of them pursuant to this Agreement will not exceed that amount of the Purchase Price actually paid by Buyer to indemnify Seller pursuant to this Agreement; (2) Buyer shall not have any liability for any breach of any representation, warranty, covenant or other obligation of the Spin-Off Subsidiary set forth in this Agreement; and (3) on the part of such neither Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Splitnor Spin-Off Subsidiary shall have any liability to Seller for consequential damages, lost profits, or (B) pertaining to the Assigned Assets and Assigned Liabilitiesincidental or indirect damages, including diminution of value or multiples of earnings damages, related or based upon this Agreement.

Indemnification by Buyer. (a) Subject to the limitations set forth in this Article 7, including without limitation Section 7.5, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold the Sellers and TPGC harmless Seller and ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against any and all lossesIndemnifiable Losses asserted against, liabilitiesimposed on, damages, claims, or incurred or suffered by the Sellers as a result of any of the following: (i) the inaccuracy (without regard to materiality or Material Adverse Effect qualifiers set forth therein) of any representation or the breach of any warranty set forth in Article 4 or in any agreement or certificate executed and delivered by Buyer pursuant to this Agreement; (ii) the nonfulfillment of any unwaived covenant or agreement on the part of Buyer set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement; and (iii) any and all actions, suits, claims, proceedings, investigations, audits, examinations, demands, assessments, adjustmentsfines, costs judgments, settlements, interest, penalties, costs, remedial actions and other expenses (including specificallywithout limitation reasonable audit, but without limitationengineering, reasonable attorneys’ fees consulting and expenses legal fees) pertaining to or arising out of investigation)any of the foregoing. (b) Buyer agrees to pay and to indemnify, reimburse and hold harmless the Sellers, and their successors from and against (i) any and all liabilities included as Adjustment Liabilities for purposes of determining Working Capital and (ii) any and all Taxes of TPGC and the Subsidiaries payable with respect to, and any Taxes reflected on Tax Returns required to be filed by TPGC and the Subsidiaries with respect to, any taxable period of TPGC and the Subsidiaries beginning as of the Effective Time, whether such Taxes are imposed directly on TPGC and the Subsidiaries or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of including TPGC and the Subsidiaries in consolidated or arising from (i) any breach combined returns filed with respect to Buyer, as a member of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesa consolidated group.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, shall defend, protect and hold harmless and indemnify the Seller and ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates and/or Seller’s Representatives (as defined below) (collectively, the “Indemnified Seller Indemnified PartiesParty”) at all times from and after the date of this Agreement from and against any and all losses, damages, diminutions in value, liabilities, damagesdeficiencies, claims, actions, suitsjudgements, proceedingssettlements, demandsinterest, assessmentsawards, adjustmentspenalties, costs fines, costs, or expenses of any kind, including reasonable 9 Purchase and expenses (including specifically, but without limitation, reasonable Sale Agreement professional fees and attorneys’ fees and expenses of investigation)fees, whether that are suffered or not involving a third party claim and regardless of incurred by the Indemnified Seller Party or to which the Indemnified Seller Party may otherwise become subject to at any negligence of any Seller Indemnified Party time (collectively, “Losses”), incurred by any Seller Indemnified Party ) arising out of or as a result of or arising from of: (i) any inaccuracy in or breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein or in certificates delivered in connection herewith, this Agreement; (ii) any breach or nonfulfillment non-fulfillment of any covenant covenant, agreement or agreement (including obligation to be performed by Buyer pursuant to this Agreement other than to close on the purchase of the Property in that the sole remedy for any other agreement failure of the Buyer to indemnify close on the purchase of the Property shall set forth in this Agreement) on the part of such Buyer under this Agreement, Section 5.01(b); (iii) any Assigned Asset or Assigned Liability actual liability of Buyer and/or Buyer’s Representatives, or any other debtactual liability of Seller that derives from any such liability of Buyer and/or Buyer’s Representatives, whether such liability arises before or obligation of Split-Off Subsidiary, after the Closing; and (iv) the conduct and operationsany claim by a third party based upon, whether before resulting from or after Closing, arising out of (A) the business business, operations, properties, assets or obligations of Seller pertaining to Buyer conducted, existing or arising after the Assigned Assets and Assigned Liabilities or Closing; (B) any inaccuracy in or breach of any representation or warranty made by Buyer in this Agreement; (C) any negligent or more culpable act or omission of Buyer or its Representatives (including any reckless or willful misconduct) in connection with the business performance of Split-Off Subsidiaryits obligations under this Agreement; or (D) any failure by Buyer or its Representatives to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇ is not obligated to indemnify, hold harmless, or defend an Indemnified Seller Party against any claim (vwhether direct or indirect) claims asserted, whether before if such claim or after Closing, corresponding Losses arise out of or result from such Indemnified Seller Party’s negligence or more culpable act or omission (A) against Split-Off Subsidiary including recklessness or (B) pertaining to the Assigned Assets and Assigned Liabilitieswillful misconduct).

Indemnification by Buyer. Subject to the provisions and limitations ------------------------ set forth in this Section 10, Buyer covenants and agrees to indemnify, defend, protect indemnify and hold harmless Seller, any parent, subsidiary or affiliate of Seller and ▇▇▇▇▇▇▇any director, and their respective officersofficer, directorsemployee, employeesstockholder, stockholdersagent or attorney of Seller or of any parent, agents, representatives and Affiliates subsidiary or affiliate of Seller (collectively, the “"Seller Indemnified Parties”Indemnitees") at all times from and after the date of this Agreement from and against all lossesand in respect of any Loss which arises out of or results from: (a) any breach of any covenant, liabilitiesor the inaccuracy or untruth of any representation or warranty of Buyer made herein; (b) taxes, assessments and other governmental charges of any kind or nature whatsoever, including without limitation any withholding, social security or unemployment levies, arising out of, or payable with respect to, Buyer's business operations, and the operation of the AIC Business after the Closing Date; (c) any demand, claim, debt, suit, cause of action, arbitration or other proceeding (including, but not limited to, a warranty claim, a strict product liability claim or any other claim) that is made or asserted by any third party that relates to any product or service, that was sold, licensed or otherwise provided by Buyer to any AIC Business customer; (d) any demand, claim, debt, suit, cause of action or proceeding made or asserted by any employee or independent contractor or any former employee or independent contractor of Seller, that relates in any manner to any termination by Buyer of its employment or the services of such employee or independent contractor or any other matter relating to Buyer's employment of such employee or independent contractor; (e) any of the Assumed Liabilities and any claim, suit, action, loss, judgment, award, damages, claimsdebt, actions, suits, proceedings, demands, assessments, adjustmentsliability, costs and expenses incurred or suffered by Buyer in connection with any Assumed Liabilities, or (including specificallyf) any of the Assets after the Closing Date and any claim, but without limitationsuit, reasonable attorneys’ fees action, loss, judgment, award, damages, debt, liability, costs and expenses of investigation), whether incurred or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred suffered by any Seller Indemnified Party as a result of or arising from (i) any breach Buyer in connection with the operation of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on AIC Business after the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. Subject to the other terms and conditions of this Article VI, Buyer covenants shall indemnify and agrees to indemnify, defend, protect and hold harmless defend each of Seller and ▇▇▇▇▇▇▇, its Affiliates and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from against, and after the date shall hold each of this Agreement them harmless from and against any and all lossesLosses incurred or sustained by, liabilitiesor imposed upon, damagesthe Seller Indemnitees based upon, claimsarising out of, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or with respect to: (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether a) any inaccuracy in or not involving a third party claim and regardless breach of any negligence of the representations or warranties of Buyer contained in this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any Seller Indemnified Party covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement, any other Transaction Document, or any schedule, certificate, or exhibit related thereto; (collectively, “Losses”), incurred c) any Assumed Liability; or (d) the exercise by any Seller Indemnified Party the Studios of its rights under the Studios Settlement Agreement and related Studios Security Agreement to foreclose on Seller’s assets as a result of Buyer (and not Seller) being responsible for the occurrence of “strikes” under the Studios Settlement Agreement; provided, for the avoidance of doubt, that the Buyer shall only be liable for Liabilities up to the Maximum Studios Amount; and, for further avoidance of doubt, in the event the total liability of Seller under the Studios Settlement Agreement is increased or arising from (i) equals, for any breach reason, an amount greater than the Maximum Studios Amount, Buyer shall not be obligated to indemnify Seller for any amount in excess of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesMaximum Studios Amount.

Indemnification by Buyer. Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and its respective successors, permitted assigns, shareholders, directors, officers, employees and other affiliates (collectively, "Seller's Indemnified Persons") harmless from and against any Damages arising out of or in any way relating to: (a) any misrepresentation in or breach of the representations and warranties of Buyer or the failure of Buyer to perform any of its covenants or obligations contained in this Agreement or in any instrument or document furnished or to be furnished by Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; (b) any liabilities, obligations, claims, suits or proceedings asserted by third parties due to, arising out of, or by reason of the operation of the Purchased Business after the Closing Date; (c) the failure to discharge when due the Assumed Obligations, but not relative to or resulting from Seller's breach of the warranties or representations regarding the Assumed Obligations; (d) any actions, claims, suits or proceedings asserted by third parties alleging personal injury or property damage due to, arising out of, or by reason of the design, manufacture or use of any products of the Purchased Business on or prior to the Closing Date; (e) any workers' compensation claims of any employee or former employee of the Purchased Business arising from events occurring after the Closing Date; (f) any Environmental Claim arising under any of the Environmental Laws or any Remedial Action arising pursuant to any of the Environmental Laws including, but not limited to, investigation, remediation or removal of any Contaminant arising out of or based upon the operation of the Purchased Business after the Closing Date; (g) any and all claims for compensation and other employee benefits (including, but not limited to, severance pay, outplacement benefits, disability benefits, health, retiree medical, workers' compensation, tuition assistance, death benefits and pension and profit sharing plans and claims relating to employment or termination of employment) accruing after the Closing Date (except for severance benefits or welfare benefit payments, if any, with respect to (i) employees of the Purchased Business who have ceased employment with the Purchased Business on or prior to the Closing Date and (ii) employees of the Purchased Business who, on the Closing Date, are on medical leave, maternity leave, temporary lay-off or disability and related costs and liabilities, regardless of whether such claims and related costs and liabilities are made or incurred before, on or after the Closing Date); (h) any liability of Chur▇▇▇▇▇ ▇▇▇ustries, and their respective officersInc. as to that certain Guaranty dated June 19, directors1996 given for the benefit of J.M.J. Partnership, employeesan Ohio general partnership, stockholderspursuant to that certain lease agreement more particularly described on Schedule 4.05 of the Disclosure Schedules; or (i) all claims, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claimsinvestigations, actions, suits, proceedings, demands, assessments, adjustmentsjudgments, costs and expenses (expenses, including specifically, but without limitation, reasonable attorneys’ ' fees and expenses of investigation(incurred thereon at trial and upon appeal), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining incident to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesforegoing.

Indemnification by Buyer. Subject to the terms and conditions of this Section 7, Buyer covenants and agrees to indemnify, defend, protect and hold harmless indemnify Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, employees, stockholders, agentsmembers, representatives employees and Affiliates agents and their respective successors and assigns, defend and hold each of them harmless from and against, and pay and reimburse any of them for, any and all Damages which any of the foregoing may sustain at any time by reason of (collectivelya) any claim by third parties caused by or arising out of the failure of Buyer to perform, discharge or fulfill any Assumed Liabilities; (b) the “Seller Indemnified Parties”breach or inaccuracy of or failure to comply with any warranties, representations, covenants or agreements of Buyer contained in this Agreement or in any agreement, certificate or document delivered pursuant to or in connection with this Agreement or arising out of the Closing of the transactions contemplated hereby; (c) at all times the conduct of Buyer’s business from and after the date Closing Date; (d) any Releases or threatened Releases of this Agreement Hazardous Materials at or from and against all lossesthe Real Property arising out of or related to Buyer’s or its Affiliated successor’s operation of its business on the Real Property or during Buyer’s or its Affiliated successor’s occupancy or ownership of the Real Property, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or at or from any disposal location used by Buyer or its Affiliated successor; (e) any violations of Environmental Laws resulting from or arising out of Buyer’s or its Affiliated successor’s lease or ownership of the Real Property; (f) any personal injury (including specificallywrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, but without limitationhandled, reasonable attorneys’ fees and expenses of investigation)generated, whether transported or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred disposed by any Seller Indemnified Party as a result Buyer or its Affiliated successors or related to arising out of or arising from occurring during Buyer’s or its Affiliated successor’s lease or ownership of, or operation on, the Real Property; or (ig) any breach of any warranty, representation or covenant regarding environmental matters made by the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesBuyer.

Indemnification by Buyer. From and after the Closing Date, the Company shall pay, perform, fulfill and discharge all Company Liabilities. Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless the Seller, the Seller Parent Company, the Seller's and ▇▇▇▇▇▇▇Seller Parent Company's respective Affiliates (other than the Company), and each of their respective past, present and future directors, officers, directors, employees, stockholders, consultants and agents, representatives each of the Company's past and Affiliates present (and, through the Closing, future) directors, officers, employees, consultants and agents), and each of the directors, officers, heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) Company Liabilities incurred by or asserted against any breach of the representations Seller Indemnified Parties, INCLUDING, WITHOUT LIMITATION, ANY COMPANY LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) subject to the limitations of Section 11.1 and Article XII, any breach Covered Liability resulting from, arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement (including any other agreement on the part of Buyer to indemnify which is expressly set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Raditaz, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Raditaz and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. (a) Buyer covenants and agrees to shall indemnify, defend, protect save and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, employees, stockholders, agents, representatives Affiliates and Affiliates agents (collectively, the “Seller Indemnified Parties”"SELLER INDEMNITEES") at all times from and after the date of this Agreement harmless from and against any and all demands, claims, actions or causes of action, assessments, losses, liabilities, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsliabilities, costs and expenses (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys’ fees and expenses amounts paid in investigation, defense or settlement of investigation)any of the foregoing, whether or not involving a any such demands, claims, allegations, etc., of third party claim and regardless of any negligence of any Seller Indemnified Party (parties are meritorious; collectively, “Losses”)"SELLER DAMAGES") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Seller Indemnified Party as a result of Indemnitee, directly or indirectly, in connection with or arising from out of (i) any breach of Assumed Liability (except to the representations and warranties of extent that Buyer is entitled to indemnification from Seller with respect to such Buyer set forth herein or in certificates delivered in connection herewithAssumed Liability), (ii) a breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document furnished pursuant hereto by Buyer to which Buyer is or is to become a party or (iii) a breach or nonfulfillment of any covenant or agreement made by Buyer in or pursuant to this Agreement to which Buyer is or is to become a party. (including b) Seller acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other agreement than post-closing covenants, or claims of, or causes of Buyer action arising from, fraud) shall be pursuant to indemnify the indemnification provisions set forth in this Agreement) on Article 9. In furtherance of the part of such Buyer under this Agreementforegoing, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) Seller hereby waives from and after the conduct and operations, whether before or after Closing, any and all rights, claims and causes of action (Aother than claims of, or causes of action arising from, fraud) the business of Seller pertaining it may have against Buyer and its Affiliates arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesindemnification provisions set forth in this Article 6).

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAsset, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets Subsidiary and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets Subsidiary and Assigned LiabilitiesAssumed Liabilities or to the Seller’s business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity. Notwithstanding anything to the contrary provided for herein, Buyer’s total obligation under this Section 12 shall be limited to their respective ownership interests in the Subsidiary.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇22nd Century, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or 22nd Century and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnifyshall assume, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇its affiliates, and its and their respective directors, officers, directors, employees, stockholdersattorneys, agents, representatives contractors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement agents harmless from and against any and all lossesclaims, actions, causes of action, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and or expenses (including specificallyincluding, but without limitation, reasonable court costs and consultants’ and attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless fees) of any negligence kind or character (“Damages”) (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (A) any misrepresentation or breach of any Seller Indemnified Party (collectivelywarranty, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or ; (B) the business ownership and/or operation of Split-Off Subsidiary, or (v) claims assertedthe Assets, whether before accruing or arising before, on or after Closingthe Effective Time, subject to and except for those liabilities retained by Seller pursuant to Section 20.3, as limited by Sections 20.4 and 20.5; and (AC) against Split-Off Subsidiary or the Assumed Obligations. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (Bi) pertaining to the Assigned Assets and Assigned LiabilitiesNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Indemnification by Buyer. From and after the Closing Date (but subject to Section 6.1(A) and Section 6.4), Buyer covenants and agrees to indemnify, defend, protect and will hold harmless and indemnify Seller, all Subsidiaries of Seller and ▇▇▇▇▇▇▇any of Seller’s Representatives (each, a “Seller Indemnitee”) from and against, and their respective officerswill compensate and reimburse Seller for, directorsany Damages which are suffered or incurred by any of the Seller Indemnitees, employees, stockholders, agents, representatives or to which any of the Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and Affiliates which arise from or as a result of: (collectively, the “Seller Indemnified Parties”A) at all times from and after any inaccuracy in or Breach of any representation or warranty made by Buyer in this Agreement as of the date of this Agreement from and against all losses(in each case, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether B) any inaccuracy in or not involving a third party claim and regardless Breach of any negligence representation or warranty made by Buyer in this Agreement as if such representation or warranty was made on and as of the Closing Date, except for representations or warranties which address matters as of a particular date, in which case, as of such particular date (in each case, after giving effect to any Seller Indemnified Party “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (iC) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, Assumed Liability; (iiD) any breach or nonfulfillment inaccuracies in the Buyer Closing Certificate; or (E) any Breach of any covenant or agreement (including any other agreement obligation of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants hereby indemnifies and agrees to indemnify, defend, protect and hold holds harmless each of Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, agents and employees, stockholdersand each Affiliate of Seller (each an "Indemnified Seller Person", agents, representatives and Affiliates (collectively, the “collectively "Indemnified Seller Indemnified Parties”Persons") at all times from and after the date of this Agreement from and against any and all lossesclaims, liabilities, damages, claimsdemands, actions, suitscauses of action, proceedingslosses, demandscosts, assessmentsdamages (limited to actual damages but in no event lost profits, adjustmentsnet of any related tax benefits and insurance recoveries), costs liabilities and expenses (including specificallyincluding, but without limitation, reasonable attorneys’ legal fees and expenses of investigation(hereinafter, the "Seller Damages"), whether or not involving a third party claim and regardless arising out of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any misrepresentation or breach of any of the representations and warranties given or made by Buyer in this Agreement, any Transfer Document to which Buyer is a party, the Transitional Services Agreement or any certificate, document or instrument delivered by or on behalf of such Buyer set forth herein or in certificates delivered on the Closing Date in connection herewithwith the Acquisition (the "Buyer Documents"), (ii) any breach the conduct of the Business and/or the use or nonfulfillment ownership of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this AgreementAssets after the Closing, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAssumed Liabilities, (iv) the conduct and operations, whether before or after Closing, of (A) the business any liability of Seller pertaining to under any law or regulation resulting from discharges of Employees by Buyer after the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryClosing Date, or (v) claims asserted, whether before any breach of any of the covenants given or after Closingmade by Buyer in this Agreement or any other Buyer Document, (Avi) against Split-Off Subsidiary any liability of Seller arising from Buyer's administering the tests contemplated by Section 6.04 (other than any liability arising from any contractual arrangement between Seller and any Employee) or (Bvii) pertaining to the Assigned Assets and Assigned Liabilitiesany liability incurred by Buyer or Parent for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement.

Indemnification by Buyer. From and after the Closing, each Buyer covenants shall jointly and agrees to indemnify, defend, protect severally indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, each of Seller’s Affiliates and their respective the officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and assigns of Seller and its Affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any liabilities, losses, damages, costs or expenses that are punitive, are in the nature of investigation)lost profits or are otherwise not actual liabilities, whether losses, damages, costs or not involving a expenses; provided, however, that nothing herein will be construed to exclude any losses, liabilities, claims or expenses that are actual losses, liabilities, claims or expenses arising from third party claim and claims regardless of any negligence the nature of any the payment) reasonably incurred by Seller Indemnified Party Indemnitees (collectively, “Seller Losses”), incurred in connection with, or resulting from, each and all of the following: (a) Any breach by Buyer of any Seller Indemnified Party as a result representation or warranty set forth in ARTICLE 5 of or arising from this Agreement; (ib) any Any breach of any covenant, agreement or obligation of Buyer contained in this Agreement; (c) The operation or ownership of the representations and warranties Business or the Acquired Assets, or any act or omission of such Buyer set forth herein or in certificates delivered in connection herewithBuyer, after the Closing Date; (iid) any breach or nonfulfillment of any covenant or agreement (including any other agreement The failure of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreementpay any sales, (iii) any Assigned Asset use or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.transfer Taxes as required by Section 2.9; and

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE XI, Buyer covenants and agrees to indemnifyshall indemnify Sellers, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇, their Affiliates and their respective successors, assigns, officers, directors, managers, members, employees, stockholders, agents, representatives and Affiliates agents (collectively, the each a “Seller Indemnified PartiesParty”) at all times against, and shall hold each Seller Indemnified Party harmless from and after against, any and all Losses incurred or sustained by, based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the date representations or warranties of Buyer in ARTICLE VIII of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or the DAA; (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (iib) any breach or nonfulfillment non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by Buyer pursuant to this Agreement or the DAA; (including c) any expenses, brokerage fees, investment banking fees, agent’s commissions or finder’s fees payable or incurred by Buyer in connection with the execution or delivery of any Transaction Document or any of the transactions contemplated thereby; (d) any Liabilities arising out of the ownership, operation or business of the Company or any of their respective assets at or after the Effective Time, other agreement than Losses arising out of or relating to any matter in respect of which Sellers are required to indemnify, defend or hold harmless the Buyer Indemnified Parties pursuant to indemnify Section 11.02 above or would be so required but for any of the limitations set forth in this Agreement) on the part of such Buyer under this Agreement, Sections 11.01 or 11.04; or (iiie) any Assigned Asset Proceedings, fees, and expenses incident to any of the foregoing or Assigned Liability occurred in investigating or any other debt, liability attempting to avoid the same or obligation of Split-Off Subsidiary, (iv) to oppose the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiaryimposition thereof, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesin enforcing this indemnification.

Indemnification by Buyer. Subject to the conditions and provisions of Section 12.4, Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇Sellers, their members and their respective officers, directors, employees, stockholders, agents, representatives officers and Affiliates employees (collectively, the “Seller "Sellers Indemnified Parties”") at from, against and with respect to any and all times Losses, asserted against, resulting to, imposed upon or incurred by Sellers Indemnified Parties, directly or in indirectly, by reason of or resulting from (a) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether contractual, Tax or any other type of liability or obligation or claim) expressly assumed by Buyer pursuant to Section 2.6; (b) any misrepresentation or breach of the warranties of Buyer contained in or made pursuant to any Buyer Document; (c) any noncompliance by Buyer with any covenants, agreements or undertakings of Buyer contained in or made pursuant to any Buyer Document; (d) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual, Tax or any other type of liability or obligation or claim) arising out of, relating to or resulting from the business of Buyer, or relating to or resulting from the Assets (other than the Excluded Assets) or the Assumed Liabilities, or the business and operations of the Station during the period from and after the date Closing Date; (e) any failure by Buyer to obtain and hold any permit, license or approval from any Governmental Authority necessary in order to conduct the operations of the Station in accordance with applicable law and to own, use and maintain the Assets; and (f) any decision by Buyer to close the transactions contemplated by this Agreement from notwithstanding a failure by Sellers to obtain any consent, authorization or approval, including Governmental Approvals relating to the assignment of governmental permits, orders or authorizations, and against all lossesconsents, liabilitiesauthorizations and approvals of non-governmental third parties necessary to effect valid assignments or transfers to Buyer of any Asset, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationany Material Contract set forth on Schedule 2.1(e), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAdditional Agreement.

Indemnification by Buyer. As an inducement to Seller to enter into this Agreement and the Related Documents, and acknowledging that Seller is relying on the indemnification provided in this Section 7 in entering into this Agreement and the Related Documents, Buyer covenants and agrees to indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇, its affiliates and Partners and their respective employees, officers, directors, employees, stockholdersrepresentatives, agents, representatives counsel, successors and Affiliates assigns (collectively, the “Seller Indemnified PartiesAffiliates”) at all times from and after the date of this Agreement ), from and against any Claims and Losses suffered or incurred by Seller Affiliates as a result of or in connection with the following: (i) a breach of any obligation, representation, warranty, covenant or agreement of Buyer in this Agreement or any Related Document, or false statement by Buyer in any representation or warranty contained in this Agreement or any Related Document or any document furnished or required to be furnished hereby or thereby; (ii) any and all lossesdebts, liabilitiesliabilities and obligations of Buyer of any nature arising out of the Assets or the conduct of the Business after the Closing Date except for matters which are the subject of indemnification pursuant to Section 7.1(a); (iii) any litigation arising out of or based upon events or operative facts to the extent such events or facts occurred after the Closing Date, damages, in connection with the Buyer or the Assets or in relation to the Transferring Employees as set forth in and subject to Article 8; (iv) any and all claims, including legal, administrative or creditor claims or actions, suitsin connection with the Buyer or the Assets or the transfer of Assets hereunder, proceedings, demands, assessments, adjustments, to the extent facts material to any such claim or cause of action pleaded or stated there occurred after the Closing Date; and (v) costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses fees) incurred by Seller Affiliates in connection with any demand, action, suit, proceeding, assessment or judgment incident to any of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party the foregoing (collectively, “LossesSeller Damages”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and hereby agrees to indemnify, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their respective its officers, directors, employees, stockholders, agents, representatives advisers, affiliates' parent and Affiliates associates (collectively, the “"Seller Indemnified Parties”Party"), harmless from all loss, liability and expense (including reasonable attorneys' fees and expenses in connection with the contest of any claim and interest on any claim paid by Seller), which Seller may incur or sustain by reason of the fact that (i) at all times from and after Buyer should breach or fail to comply with any of the date terms, conditions, covenants or agreements or any exhibits attached hereto, or any of them contained herein, (ii) any representations or warranties made by Buyer in this Agreement from and against all lossesshould prove to be false or materially erroneous, liabilities, damages, (iii) any claims, actions, suits, investigations or proceedings, demandspending or threatened, assessmentsare or have been made or commenced by, adjustmentsagainst, costs involving or arising out of the Assumed Obligations (iv) all claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of the operation by Buyer of the Service Business of Seller acquired hereunder, or the sale, transfer or other disposition by Buyer of all or any part of the Service Assets, from and expenses (including specificallyafter the Closing Date, but without limitationexcept, reasonable attorneys’ fees and expenses of investigation)in each case, whether or not involving a third party claim and regardless if such liability arises in connection with the breach of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein representations, warranties, covenants or agreements made by Seller in certificates this Agreement, any Schedule or Exhibit hereto or any certificate or instrument delivered in connection herewith, (iiv) any breach attempt (whether or nonfulfillment not successful) by any person to cause or require a Seller Indemnified Party to pay or discharge any debt, obligation or liability of any covenant or agreement (including any other agreement of Seller assumed by Buyer pursuant to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) notwithstanding the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (Avi) any action, suit, proceeding, compromise, settlement, assignment, judgment or arbitration arising out of or incidental to any of the matters indemnified against Split-Off Subsidiary in this Section 8.01(b); and (vii) any claims or (Bactions which arise out of or are related to that telephone system provided by the ATI Group to Advantage Equity, Inc.; provided, however, that Buyer shall not be obligated to indemnify a Seller Indemnified Party and hold it harmless under this Section 8.01(b) pertaining with respect to the Assigned Assets and Assigned Liabilitiesany settlement of a claim to which Buyer has not consented, if such consent has not been unreasonably withheld.

Indemnification by Buyer. (a) Buyer covenants and agrees to indemnifyindemnify in full Parent, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives stockholders and Affiliates subsidiaries (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement hold them harmless from and against all lossesany loss, liabilitiesliability, damagesdeficiency, claimsdiminution in value, actionsdamage, suitsexpense or cost (including, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, interest, penalties, costs of investigation and defense, and reasonable attorneys’ legal and other professional fees and expenses of investigationbut not including consequential damages, punitive, special or indirect damages), whether or not actually incurred or paid prior to the date referred to in Section and whether or not involving a third party claim and regardless Third Party Action, which any of any negligence of any the Seller Indemnified Party Parties may suffer, sustain or become subject to, as a direct or indirect result of, or arising from or in connection with any of the following (collectively, “"Seller Losses”), incurred by any Seller Indemnified Party as a result of or arising from "): (i) any breach or inaccuracy in any of the representations and warranties of Buyer contained in this Agreement, the Ancillary Agreements, or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Buyer pursuant to the terms hereof or thereof or otherwise referenced or incorporated in this Agreement (collectively, the "Buyer Related Documents"), it being understood and agreed that for all purposes under this Article XI any such Buyer breach of a representation or warranty shall be determined without regard to the effect of any qualification set forth herein therein relating to materiality or in certificates delivered in connection herewith, a Material Adverse Effect; (ii) any breach of, or nonfulfillment of failure to perform, any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement) on Agreement or any of the part of such Buyer under this Agreement, Related Documents; (iii) any Assigned Asset the Division Assets or Assigned Liability the Division Assumed Liabilities (as such terms are defined in the Contribution Agreement) but only to the extent such Seller Losses result exclusively from or any other debt, liability or obligation arise exclusively in connection with Buyer's operation of Split-Off Subsidiary, the Business after the Closing Date; or (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesany liability for Taxes directly resulting from a Buyer Tax Act.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect will indemnify and hold harmless Seller Seller, its subsidiaries and ▇▇▇▇▇▇▇affiliates, and each of their respective officers, directors, employeesshareholders, stockholders, agents, representatives employees and Affiliates (collectively, the “Seller Indemnified Parties”) at all times agents from and after the date of this Agreement from against: (a) Any and against all Assumed Liabilities; (b) Any and all losses, liabilities, damages, claimscosts and obligations (or actions or claims in respect thereof) which Seller may suffer or incur, actionsinsofar as such losses, suitsliabilities, proceedingsdamages, demandscosts or obligations (or actions or claims in respect thereof) arise out of or are based upon the breach of any representation or warranty of Buyer set forth herein; (c) Any and all losses, assessmentsliabilities, adjustmentsdamages, costs and expenses obligations (including specificallyor actions or claims in respect thereof) which Seller may suffer or incur, but without limitationinsofar as such losses, reasonable attorneys’ fees and expenses of investigation)liabilities, whether damages, costs, or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party obligations (collectively, “Losses”), incurred by any Seller Indemnified Party as a result or actions or claims in respect thereof) arise out of or arising from (i) any are based upon the breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth herein; (d) Any and all brokers' or similar fees or commissions in this Agreementconnection herewith, based on any understanding with Buyer or any action taken by Buyer; (e) on Any and all losses, liabilities, damages, costs and obligations (or actions or claims in respect thereof) which Seller may suffer or incur, insofar as such losses, liabilities, damages, costs, or obligations (or actions or claims in respect thereof) arise out of or are based upon Buyer's conduct of the part Business from and after the Closing; and (f) Any and all legal and other expenses reasonably incurred by Seller or any of such Buyer under this Agreementits officers, directors, or controlling persons in connection with investigating, defending, or prosecuting any of the matters referred to in paragraph (a), (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryb), (iv) the conduct and operationsc), whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiaryd), or (ve) above (or actions or claims assertedin respect thereof) whether or not resulting in any loss, whether before liability, damage, cost, or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesobligation.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, defend, protect defend and hold harmless save Seller and ▇▇▇▇▇▇▇, its affiliates and their respective officers, directors, employees, stockholdersagents and fiduciaries (each, agents, representatives and Affiliates (collectively, the “a "Seller Indemnified Parties”Party") at all times forever harmless from and after the date of this Agreement from against, and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving to promptly pay to a third party claim and regardless of any negligence of any Seller Indemnified Party (collectivelyor reimburse a Seller Indemnified Party for, “Losses”), any and all Losses sustained or incurred by any Seller Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein by Buyer, or non-compliance with or breach by Buyer of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by Buyer; (b) any action, demand, proceeding, investigation or claim (whenever made) by any third party (including governmental agencies) against or affecting Seller which, if successful, would give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations, warranties or covenants of Buyer in this Agreement or any Transaction Document; (c) any claim arising out of Buyer's failure to pay, satisfy or discharge the Assumed Liabilities, including, without limitation, liabilities under the Union Contract; (d) any claim for payment and/or expenses as a result broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and Buyer or arising from any of its affiliates; (ie) any breach claim arising out of the representations and warranties of such Buyer set forth herein Buyer's failure to pay any amounts owed to Seller pursuant to Sections 1.2(e), 2.1 or in certificates delivered in connection herewith, 2.2 hereof; or (iif) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of claim for a Loss incurred by Seller pertaining relating 31PAGE to the Assigned Assets and Assigned Liabilities Letters of Credit. Buyer agrees to promptly pay to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesreimburse a Seller Indemnified Party for all Losses incurred by such Seller Indemnified Party.

Indemnification by Buyer. (a) Buyer covenants and agrees to will indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇defend the shareholders, and together with their respective officersheirs, directorssuccessors and assigns, employeesfrom, stockholdersagainst and with respect to any and all damage or loss, agentsdeficiency, representatives and Affiliates expense (including any reasonable attorney fees or expenses), action, suit, proceeding, demand, assessment or judgment to or against the shareholders including any punitive, exemplary or consequential damages (but only to the extent such punitive, exemplary or consequential damages are contained as part of an award to a third party) (collectively, the “Seller Indemnified PartiesShareholders’ Loss”) at arising out of or in connection with: (1) all times from and after the date of this Agreement from and against all losses, liabilities, damages, claimsclaims or obligations of any nature whatsoever (whether accrued, actionsabsolute, suitscontingent, proceedingsunasserted or otherwise) incurred or accrued against Buyer, demandsMerger Sub or the Surviving Corporation arising out of the business activities of the Surviving Corporation except to the extent the shareholders are required to provide indemnification for such liabilities, assessmentsdamages, adjustmentsclaims and obligations pursuant to Section 8.02; (2) any breach or violation by Buyer or Merger Sub of any of their respective representations or warranties contained in this Merger Agreement; (3) any breach, costs and expenses violation or nonperformance by Buyer or Merger Sub of any of their respective covenants or agreements contained in this Merger Agreement, including the payment of any Post-closing Adjustment Amount; or (including specifically, but without limitation, reasonable attorneys’ 4) fees and expenses of investigation)any broker, whether investment banker or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred other advisor engaged by any Seller Indemnified Party as a result of Buyer or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered Merger Sub in connection herewith, (ii) any breach with the execution of this Merger Agreement or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiestransactions contemplated hereby.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Subject to the provisions of Section 8.4 below, Buyer covenants and agrees unconditionally to indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇its Affiliates, and its and their respective officers, directors, directors and employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement harmless from and against any and all lossesof the following: (a) Any and all Losses (but, liabilitiesto avoid doubt, damagessubject to Section 8.1) of every kind, claimsnature or description which arise out of or result from or occur as a consequence of: (i) any false, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses incorrect or misleading representation or warranty or breach thereof made by or on behalf of Buyer in this Agreement (including specificallythe Exhibits and Schedules hereto) or in any of the Acquisition Agreements, but without limitationexcluding all Excluded Liabilities; (ii) any failure by Buyer to perform, reasonable attorneys’ fees comply with, or observe any one or more of its covenants, agreements, or obligations contained in any of the Acquisition Agreements, but excluding all Excluded Liabilities; or (iii) any counterclaim against Seller resulting from the enforcement or attempted enforcement by Buyer of any of the rights included within the scope of the Patents included in the Transferred Intellectual Property. (b) Any and expenses all Losses which may at any time or from time to time arise out of investigationor result from or occur as a consequence of any Third Party Claims which arise out of or result from or are a consequence of: (i) Buyer’s ownership and use of the Acquired Assets, or the conduct of the Business at any time on or after the Closing Date; (ii) any Assumed Liability; (iii) any failure by Buyer to comply with the provisions of this Agreement; and (iv) the failure by Buyer to discharge any obligations of Buyer which were incurred by Buyer on or after the Closing Date (except for the Excluded Liabilities), whether including without limitation the following: (A) any audit or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectivelyinvestigation or civil, “Losses”), incurred by any Seller Indemnified Party administrative or criminal proceedings arising as a result of Buyer’s conduct of the Business on or arising from after the Closing Date, and (iB) any breach assessments, adjustments or offsets made against Seller as a result of such an audit or investigation or in connection with the recovery by any Governmental Authority or administrative agency with respect to Buyer’s conduct of the Business on or after the Closing Date. Without limiting the generality of the foregoing provisions of this Section 8.2 with respect to the measurement of damages, Seller shall have the right, subject to Section 8.1, to be put in the same financial position as it would have been in had the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewithbeen true and correct, (ii) any breach or nonfulfillment had each of any covenant or agreement (including any other agreement the covenants of Buyer been performed in full, and had Buyer paid, discharged, and performed all of its liabilities and obligations. Further, to indemnify set forth avoid doubt, nothing in this Agreement) on Section 8.3 is intended to alter in any way, nor shall it be used to interpret, the part definitions of such Buyer under Assumed Liability and Excluded Liability. {*} = Certain confidential information contained in this Agreementdocument, (iii) any Assigned Asset or Assigned Liability or any other debtmarked by brackets, liability or obligation has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of Split-Off Subsidiarythe Securities Exchange Act of 1934, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesas amended.

Indemnification by Buyer. Except as otherwise limited by this Article X, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller Seller, its subsidiaries and ▇▇▇▇▇▇▇Affiliates, any assignee or successor thereof, and their respective officerseach officer, directorsdirector, employeesemployee, stockholders, agents, representatives agent and Affiliates representative of each of the foregoing (collectively, the “"Seller Indemnified Parties”") at all times from and after against, and pay or reimburse the date of this Agreement from Seller Indemnified Parties for, any and against all losses, liabilitiesActions, Liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ expenses of investigation and legal fees and expenses of investigationcosts in connection therewith), whether interest, awards, judgments, penalties and Encumbrances suffered or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any of the Seller Indemnified Party as Parties (hereinafter a result "Seller Loss") arising solely out of or arising from resulting directly from: (ia) any breach of any representation or warranty of Buyer or its Affiliates in this Agreement or the representations Ancillary Agreements (including all schedules and warranties of such Buyer set forth herein exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement and the Ancillary Agreements or in certificates delivered made in connection herewith, herewith and therewith); (iib) any breach or nonfulfillment of any covenant covenant, obligation or agreement (including any other agreement of Buyer to indemnify set forth or its Affiliates in this Agreement) on Agreement or the part of such Buyer under Ancillary Agreements (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments or undertakings furnished pursuant to this Agreement, Agreement and the Ancillary Agreements or made in connection herewith and therewith); and (iiic) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liability.

Indemnification by Buyer. Buyer covenants and agrees its successors and permitted assigns agree subsequent to indemnify, defend, protect the First Closing to indemnify and hold harmless the Seller Entities (individually, a “Seller Indemnified Party” and ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against and in respect of all lossesLosses arising out of, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses based upon or in connection with: (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether a) fraud or not involving a third party claim and regardless an intentional misrepresentation by Buyer of any negligence of its representations, or warranties in this Agreement, any Seller Indemnified Party Ancillary Agreement or in any Schedule, Exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (ib) any breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein in this Agreement or in certificates a certificate delivered in connection herewith, under Sections 8.2(a) or 9.2(a); (iic) any breach or nonfulfillment of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, ; (iiid) any Assigned Asset of the Assumed Liabilities whether or Assigned Liability not existing or arising from circumstances existing or events occurring prior to or after the First Closing Date; (e) the ownership or operation (i) of the First Territory Business after the First Closing and (ii) of the New Facility after the New Facility Closing; (f) any claims or obligations (including without limitation, claims for personal injury, death or property damage) relating to, directly resulting from or in connection with the First Territory Products that are sold by Buyer or an Affiliate thereof after the First Closing; (g) any liabilities of any kind of ABON relating to the NF Indebtedness or any other debt, claims by third parties or liabilities arising from circumstances existing or events occurring with respect to ABON or the New Facility after the New Facility Closing Date; and (h) any liability for (i) Taxes (or obligation the nonpayment thereof) of Split-Off Subsidiary, the Buyer or its Affiliates; or (ivii) the conduct any and operations, whether before all Taxes of ABON or after Closing, of (A) the business of Seller pertaining Taxes attributable to the Assigned Assets and Assigned Liabilities New Facility arising from or relating to any period (Bor portion of any period) ending after the business New Facility Closing. Losses described in or arising under clauses (a) through (h) of Split-Off Subsidiary, or this Section 11.3 are collectively referred to as “Seller Indemnifiable Losses.” Claims under clauses (va) claims asserted, whether before or after Closing, through (Ah) against Split-Off Subsidiary or (B) pertaining of this Section 11.3 are collectively referred to the Assigned Assets and Assigned Liabilitiesas “Seller Indemnification Claims”.

Indemnification by Buyer. Subject to the terms of this Article 10, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and ▇▇▇▇▇▇▇Seller, its Affiliates and their respective employees, officers, directors, employeesmembers, stockholdersmanagers, shareholders, agents, contractors, attorneys and representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times harmless from and after the date of this Agreement against, and agrees to promptly defend any Seller Indemnified Party from and against reimburse any Seller Indemnified Party for, any and all losses, any and all liabilities, damagesdemands, claims, actions, suitscauses of action, proceedingscosts, demandsdamages, assessmentsdeficiencies, adjustmentsTaxes, costs penalties, fines and expenses (other losses and expenses, whether or not arising out of a claim made by any third party, including specificallyall interest, but without limitationpenalties, reasonable attorneys’ fees and expenses of investigation)expenses, whether and all amounts paid or not involving a incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any Governmental Authority) (“Losses”) which such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: 10.1.1 any untruth or inaccuracy in any representation or warranty of Buyer or the Buyer Subs contained in this Agreement or in any other Transaction Document; provided, however, that for purposes of determining an untruth or inaccuracy in any such representation or warranty for purposes of this Section 10.1.1, the representations and warranties of Buyer or the Buyer Subs that are limited or qualified by references to “material” or “materiality” or “Material Adverse Effect” or similar qualifications shall be construed as if they were not limited or qualified by such qualifications; 10.1.2 any failure of Buyer or the Buyer Subs duly to perform or observe any term, provision, covenant, agreement or condition contained in this Agreement or the other Transaction Documents to be performed or observed by Buyer or the Buyer Subs; or 10.1.3 any claim and regardless or cause of action by any negligence of party arising on or after the Closing Date against any Seller Indemnified Party (collectivelyincluding, “Losses”)without limitation, incurred by any Seller Indemnified Party as a result claim or cause of or action arising from the failure to obtain any required consents or approvals, including, without limitation, consents or approvals from landlords, to the grant of Leasehold Mortgages) with respect to the Property, the obligations of Seller assumed by Buyer or the Buyer Subs under this Agreement (iincluding the Assumed Liabilities) or any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewithother Transaction Documents, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of default by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before Buyer Subs under any of the Leases arising on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Buyer covenants and agrees to indemnifyshall indemnify Seller, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇its Affiliates, and their respective officers, directors, employees, stockholdersshareholders, agentsagents and representatives, representatives successors and Affiliates assigns (collectively, the “Seller Indemnified Parties”, each a “Seller Indemnified Party”) at all times against, and shall hold Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; (c) other than those Losses for which Buyer Indemnified Parties are entitled to indemnification under this Agreement, the operation of the business of the Company or the Subsidiary, whether prior to, on or after the date Closing, including without limitation those Assumed Liabilities assumed by ▇▇▇▇▇▇▇ Aluminum, Inc. as of this November 1, 2007 pursuant to the ▇▇▇▇▇▇▇ Assignment Agreement from and against all lossesincluding, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs by way of example and expenses (including specifically, but without not limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless (i) any Losses arising out of any negligence of proceeding related to the above where any Seller Indemnified Party (collectivelyis or becomes a party to such proceeding, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment Losses arising out of any covenant claim related to the above against any insurance policy where Seller or agreement Subsidiary was, is or becomes a named insured, including but not limited to all costs associated with self-insured retentions and financial collateral incurred by Seller; or (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iiid) any Assigned Asset or Assigned Liability or any other debt, liability or obligation violation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) WARN Act resulting from actions occurring following the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. Subject to all of the provisions of this Article IX, from and after the Closing Buyer covenants and hereby agrees to indemnify, defenddefend with counsel reasonably satisfactory to the Stockholders, protect save and hold the Stockholders harmless Seller from and ▇▇▇▇▇▇▇against, and their respective officersto compensate them for, directors, employees, stockholders, agents, representatives any and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damagesdemands, claims, actions, suits, proceedings, demandscauses of action, assessments, adjustmentsdamages, costs and expenses liabilities, losses, expenses, judgments or deficiencies of any nature whatsoever (including specificallyincluding, but without limitation, reasonable attorneys’ ' fees and disbursements and other costs and expenses incident to any suit, action or proceeding, but net of investigation), whether or not involving a third party claim proceeds of insurance where available and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”)received by the Stockholders) received, incurred or sustained by any Seller Indemnified Party as a result the Stockholders which shall arise, in whole or in part, out of or arising result from (ia) any breach of the representations and warranties of such Buyer any representation, warranty or covenant (including, without limitation, those set forth herein in Article IV hereof), or in certificates delivered non-fulfillment of any obligation of Buyer or Newco (or the Surviving Corporation) under this Agreement or any exhibit, schedule, certificate or other document furnished in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer contemplated hereby; or (b) subject to indemnify the limitations set forth in this AgreementSection 5.7(b) above, any Taxes incurred in connection with, arising out of, or resulting from or related to any and all Taxes with respect to that portion of any period straddling the Effective Time beginning on the part of such Buyer under this Agreement, day after the Effective Time and any period or portion thereof beginning after the Effective Time; or (iiic) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Splitthe Surviving Corporation for which any of the Stockholders, in his or her individual capacity, is a guarantor or co-Off Subsidiary, obligor (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities"Guaranteed Obligations").

Indemnification by Buyer. (a) Buyer covenants and (in this Section "Indemnitee" or "Buyer") agrees to indemnify, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, and their each of its respective officers, directorsdirectors and shareholders (in this Section, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”"Indemnitee" or "Seller") at all times from and after the date of this Agreement harmless from and against any and all losses, liabilities, damages, claimslosses, actions, suits, proceedings, demands, assessments, adjustments, reasonable costs and or expenses (including specificallyincluding, but without limitation, reasonable attorneys’ ' and accountants' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result disbursements) whatsoever arising out of or arising resulting from (i) any breach of the representations and warranties of such warranty or misrepresentation made in this Agreement by Buyer set forth herein or in certificates delivered in connection herewithany exhibit, (ii) any breach schedule or nonfulfillment certification furnished pursuant hereto, or the nonperformance of any covenant or agreement (including any other agreement of obligation to be performed by Buyer to indemnify set forth in this Agreement, (ii) on failure of Buyer to timely pay or perform any of the part of such Buyer under liabilities assumed by it pursuant to this Agreement, ; and (iii) acts or omissions of Buyer or Crystek in connection with the ownership of the assets of Crystek or in the operation of the Business after the Closing Date (except to the extent that such act or omission of Buyer or Crystek results from a breach by Seller of any Assigned Asset of its representations or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiarywarranties made herein), (iv) documentary stamp taxes imposed by the conduct State of Florida on the Note, and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims assertedany actions, whether before or after Closingsuits, proceeding, demands, judgments, reasonable costs and legal and other expenses, incident to any of the foregoing. (Ab) against Split-Off Subsidiary or (B) pertaining Seller shall give Buyer reasonably prompt notice of any action, proceeding, lawsuit of such Third Party Claim as to the Assigned Assets and Assigned Liabilities.which Seller proposes to demand

Indemnification by Buyer. The Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such the Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such the Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Subject to the other provisions of this Article IX, from and after the Closing, Buyer covenants and agrees to indemnify, defend, protect defend and hold save Seller Indemnified Parties harmless Seller from and ▇▇▇▇▇▇▇against, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any to promptly pay to each Seller Indemnified Party (collectively, “Losses”), incurred by any or reimburse each Seller Indemnified Party as a result for, any and all Losses sustained or incurred by such Seller Indemnified Party relating to, resulting from, arising out of, or otherwise by virtue of, any of or arising from the following: (ia) any breach of the representations and warranties of such Buyer set forth a representation or warranty made herein or in certificates delivered in connection herewith, by Buyer; (iib) any non-compliance with or breach or nonfulfillment by Buyer of any covenant of the covenants or agreement (including any other agreement of Buyer to indemnify set forth agreements contained in this Agreement) on the part of such Buyer under this Agreement, Agreement to be performed by Buyer; (iiic) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryBuyer or any assertion against a Seller Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; (ivd) the conduct ownership, operation or use of the Purchased Assets following the Closing other than with respect to or in connection with the Excluded Liabilities. For purposes of clarification and operationsnot limitation, whether before Buyer shall not be liable under this Section 9.3 or after Closing, of (A) the business of Seller pertaining otherwise for any Losses arising from or relating to the Assigned use or ownership of the Purchased Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining prior to the Assigned Assets Closing to the extent the same are not expressly Assumed Liabilities under this Agreement; and (e) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and Assigned Liabilitiesany of Buyer or its Affiliates.

Indemnification by Buyer. Buyer covenants covenant and agrees agree to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such the Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such the Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to shall indemnify, defend, protect save and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, employees, stockholders, agents, representatives directors and Affiliates stockholders and Representatives of any of them (collectively, the “Seller Indemnified Parties”"SELLER INDEMNITEES") at all times from and after the date of this Agreement from and against any and all lossesLosses asserted against, liabilitiesresulting to, damagesimposed on, claimssustained, actionsincurred or suffered by any them based upon, suitsarising out of, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether related to or not involving a third party claim and regardless otherwise in respect of any negligence of the following: (a) (A) subject to the limitations set forth in Section 9.07, any inaccuracy or breach of any Seller Indemnified Party representation or warranty by Buyer contained in this Agreement or any certificate delivered by Buyer in connection with this Agreement and (collectivelyB) any action, “Losses”)suit or proceeding based upon, incurred by arising out of, related to or otherwise in respect of any Seller Indemnified Party as a result of or arising from thereof; (ib) subject to the limitations set forth in Section 9.07 solely with respect to any breach of Section 5.08 based on the inaccuracy or breach of any representations and or warranties of such Buyer set forth herein Buyer, any failure to perform or in certificates delivered in connection herewith, (ii) observe or any breach or nonfulfillment of any covenant or agreement made by Buyer in or pursuant to this Agreement (including excluding, however, Section 8.09) or by Buyer or Phoenix in any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Ancillary Agreement, including but not limited to any Liability of Seller under the WARN Act, but solely to the extent caused by Buyer's breach of Section 5.05, and (iiiB) any Assigned Asset action, suit or Assigned Liability proceeding based upon, arising out of, related to or otherwise in respect of any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of thereof; (A) any failure to pay, perform or discharge when due any of the business Assumed Liabilities (for avoidance of Seller pertaining doubt, except for Losses to the extent attributable to a breach by Seller of any Assigned Assets Contract prior to Closing) and Assigned Liabilities or (B) the business any action, suit or proceeding based upon, arising out of, related to or otherwise in respect of Split-Off Subsidiaryany thereof; or (d) Taxes assessed on, or expenses attributable to, any of the Leases included in the Assigned Contracts for the period after the Closing Date (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining such that Buyer shall have borne all real property Taxes and all expenses attributable thereto allocable to the Assigned Assets and Assigned Liabilitiesperiod after the Closing Date), in each case net of any amount previously paid under Section 2.03(c).

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect will indemnify and hold harmless the Seller and ▇▇▇▇▇▇▇its respective successors and permitted assigns, and their respective the officers, employees, directors, employeesmanagers, stockholdersmembers, agentspartners, and stockholders of Seller and consultants, agents and representatives and Affiliates of Seller (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after against, and will pay to the date of this Agreement from Seller Indemnitees the amount of, any and against all out-of-pocket losses, liabilities, claims, damages, claimspenalties, actionsfines, suitsjudgments, proceedingsawards, demandssettlements, assessmentstaxes, adjustmentscosts, costs and fees, expenses (including specificallyincluding, but without limitationnot limited to, reasonable attorneys’ fees investigation fees) and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party disbursements (collectively, “Losses”), ) actually incurred by any of the Seller Indemnified Party as a result of or arising from Indemnitees following the Closing Date based upon (i) any breach of or inaccuracy in the representations and warranties of such the Buyer set forth herein contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) or in certificates any of the Transactional Documents delivered in connection herewith, at the Closing by the Buyer pursuant hereto; (ii) any breach of the covenants or nonfulfillment agreements of the Buyer contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto); (iii) the failure of the Buyer to pay, perform or discharge when due the Assumed Liabilities; (iv) any covenant imposition, whether or agreement not by a third party (including any other agreement business broker or finder), upon Seller of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct Assumed Liabilities; and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, any and all costs and expenses (Aincluding reasonable and documented legal and accounting fees) against Split-Off Subsidiary or (B) pertaining related to any of the Assigned Assets and Assigned Liabilitiesforegoing.

Indemnification by Buyer. (a) Subject to the limitations of Sections 10.03(b) and 10.05, Buyer covenants and agrees to indemnifyindemnify in full, defend, protect defend and hold harmless Seller the Shareholders, the Company and ▇▇▇▇▇▇▇, and their respective its officers, directors, employees, stockholders, agents, representatives directors and Affiliates employees (collectively, the “Seller "Company Indemnified Parties”") at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation)any Losses, whether or not involving a third party claim and regardless actually incurred or paid prior to the expiration of any negligence indemnification obligation of any Seller Buyer hereunder, which the Company Indemnified Party (collectivelymay suffer, “Losses”), incurred by any Seller Indemnified Party sustain or become subject to as a result of or arising from any of the following: (i) Any misrepresentation in any breach of the representations and warranties of such Buyer set forth herein contained in this Agreement or any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Buyer pursuant to the terms of this Agreement, any of the Closing Agreements or otherwise referenced or incorporated in certificates delivered in connection herewiththis Agreement (collectively, the "Buyer Related Documents" and, together with the Shareholder Related Documents, the "Related Documents"); (ii) Any breach of, or failure to perform, any breach agreement or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement) on Agreement or the part of such Buyer under this Agreement, Related Documents; (iii) Any Claim or threatened Claim against any Assigned Asset Company Indemnified Party that arises solely in connection with the actions or Assigned Liability or any other debt, liability or obligation inactions of Split-Off Subsidiary, Buyer with respect to the Business after the Closing Date; or (iv) any action brought or claim made by any third party alleging personal injury, death or other damage caused by the conduct services provided by or the use of any Products delivered and operations, whether before or placed in commerce by Buyer after Closing, of the Closing Date. (Ab) Buyer shall be liable to the Company Indemnified Parties for any Losses only if (i) the business aggregate amount of Seller pertaining all Losses exceeds the Basket Amount, in which case Buyer shall be obligated to indemnify the Company Indemnified Parties for the aggregate amount of all such Losses, including the Basket Amount and (ii) only to the Assigned Assets and Assigned Liabilities or (B) extent such Losses do not exceed the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesCap.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Rackwise, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Rackwise and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. From and after the Closing Date, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller Seller, its subsidiaries and ▇▇▇▇▇▇▇Affiliates, and its and their respective officers, directors, employeesprincipals, stockholdersattorneys, agents, agents employees or other representatives and Affiliates (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs (including court costs and costs of appeal) and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any ' fees) that such Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party incurs as a result of of, or arising from with respect to (i) any breach inaccuracy in any of the representations and or warranties of such made by Buyer set forth herein in this Agreement or in certificates delivered in connection herewithany agreement or instrument contemplated hereby, (ii) any material breach or nonfulfillment non-fulfillment of any covenant of the covenants or agreement (including any other agreement of agreements made by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this AgreementAgreement or in any agreement or instrument contemplated hereby, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, the Assumed Liabilities and (iv) the conduct use, operation or ownership of any of the NCOP Facilities and operationsPurchased Assets after the Closing Date. In the event of litigation or other proceedings in which Buyer indemnifies a Seller Indemnified Party, whether before Buyer agrees to consult with Seller and Parent and, in the event such litigation or after Closingother proceeding involves or results in an adverse effect on Seller or Parent, of (A) the business of Seller pertaining Buyer will obtain Seller's consent to the Assigned Assets and Assigned Liabilities any settlement or (B) the business of Split-Off Subsidiarymaterial action to be taken in connection therewith, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitieswhich consent shall not be unreasonably withheld.

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and ▇▇▇▇▇▇▇Shareholder, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities after the Closing; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Purchased Assets after the Closing; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholder (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, its affiliates and their respective persons serving as officers, directors, employees, stockholders, agents, representatives partners or employees thereof and Affiliates each Stockholder (collectively, individually a "Seller Indemnified Party" and collectively the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement harmless from and against all lossesany damages, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs losses and expenses (including specificallyincluding, but without limitation, reasonable attorneys’ fees and expenses of investigation), counsel) of any kind or nature whatsoever (whether or not involving arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation, or a third party claim deliberate and regardless wilful breach by Buyer of any negligence of its representations, warranties or covenants under this Agreement or in any certificate, schedule, exhibit or other instrument delivered pursuant hereto; (b) any other breach of any Seller Indemnified Party representation, warranty or covenant of Buyer under this Agreement or in any certificate, schedule, exhibit or other instrument delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (ic) any breach failure by Buyer to perform and discharge any of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify Assumed Liabilities as set forth in this AgreementAgreement in accordance with their terms; and (d) on any liability of Buyer relating to the part Subject Assets; provided, however, that such liability results solely from actions taken by Buyer after the Closing and in no way arises out of such Buyer under a breach of any representation, warranty, covenant or agreement of Seller or any of the Stockholders contained in this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. From and after the Closing Date (but subject to Section 6.1(A) and Section 6.4), Buyer covenants and agrees to indemnify, defend, protect and will hold harmless and indemnify Seller, all Subsidiaries of Seller and ▇▇▇▇▇▇▇any of Seller's Representatives (each, a "Seller Indemnitee") from and against, and their respective officerswill compensate and reimburse Seller for, directorsany Damages which are suffered or incurred by any of the Seller Indemnitees, employees, stockholders, agents, representatives or to which any of the Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and Affiliates (collectively, the “Seller Indemnified Parties”) at all times which arise from and after or as a result of: any inaccuracy in or Breach of any representation or warranty made by Buyer in this Agreement as of the date of this Agreement from and against all losses(in each case, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationafter giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty), whether ; any inaccuracy in or not involving a third party claim and regardless Breach of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred representation or warranty made by any Seller Indemnified Party Buyer in this Agreement as a result of if such representation or arising from (i) any breach warranty was made on and as of the Closing Date, except for representations and or warranties which address matters as of a particular date, in which case, as of such particular date (in each case, after giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); any Assumed Liability; any inaccuracies in the Buyer set forth herein Closing Certificate; or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment Breach of any covenant or agreement (including any other agreement obligation of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Subject to this Article 7, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and ▇▇▇▇▇▇▇Seller, its Affiliates and their respective directors, officers, directors, employees, stockholders, agents, representatives licensors and Affiliates agents (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs Losses incurred by them in connection with any and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party all Litigation by Third Parties (collectively, “LossesThird Party Claims”) against any such Seller Indemnitee arising from or occurring as a result of: (a) any breach of this Agreement by Buyer, including any breach by Buyer of its representations or warranties hereunder or a failure by Buyer to comply with or perform any covenants hereunder, (b) the fraud, gross negligence or willful misconduct by Buyer in the performance of Buyer’s obligations under this Agreement and (c) the storage, marketing, promotion, sale, distribution, use or other Exploitation, or, during any period in which Buyer Manufactures (or has Manufactured by an Affiliate of Buyer or a Third Party) the Supplied Product pursuant to Section 2.3(b)(ii), incurred the Manufacture, of any Supplied Product by any Seller Indemnified or on behalf of Buyer, in each case ((a) through (c)), except to the extent of those Third Party Claims arising from or occurring as a result of matters covered by subsections (a) or arising from (ib) any breach of Section 7.2, subsections (a) or (b) in Section 10.2 of the representations and warranties License Agreement or indemnification obligations of such Buyer set forth herein Seller or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on its Affiliates under the part of such Buyer under this Clinical Supply Agreement, (iii) any Assigned Asset or Assigned Liability or any as to which Third Party Claims each Party shall indemnify the other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business extent of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesits liability for such Third Party Claims.

Indemnification by Buyer. Buyer covenants and agrees subsequent to indemnify, defend, protect the Closing to indemnify and hold harmless Seller and ▇▇▇▇▇▇▇its shareholders, subsidiaries, affiliates and their respective persons serving as officers, directors, employees, stockholders, agents, representatives partners or employees thereof (individually a "Seller Indemnified Party" and Affiliates (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement harmless from and against all losses, liabilities, any damages, claims, actions, suits, proceedings, demands, assessmentsliabilities, adjustmentsdiminution in value, costs losses, taxes, fines, penalties, costs, claims and expenses (including specificallyincluding, but without limitation, reasonable attorneys’ fees and expenses of investigation), counsel) of any kind or nature whatsoever (whether or not involving arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, dishonesty, intentional misrepresentation or a third party claim and regardless deliberate or willful breach by Buyer of any negligence of its representations, warranties, agreements or covenants under this Agreement or any other agreement (other than the Distribution Agreement), certificate, schedule or exhibit executed by Buyer or Buyer Guarantor and delivered pursuant hereto; (b) any other breach of any Seller Indemnified Party representation or warranty of Buyer under this Agreement or any other agreement (collectively, “Losses”other than the Distribution Agreement), incurred certificate, schedule or exhibit executed by Buyer or Buyer Guarantor and delivered pursuant hereto, or by reason of any Seller Indemnified Party as claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a result breach of such representations or arising from warranties; (ic) any breach of the representations and warranties any agreement or covenant of such Buyer set forth herein under this Agreement or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement entered into in connection herewith (other than the Distribution Agreement) or in any certificate delivered by Buyer pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such covenant; (d) any failure by Buyer to indemnify set forth perform and discharge any of the Assumed Liabilities, including its obligations pursuant to Sections 2.2(d) and (f) hereof; and (e) any liability relating to any environmental or worker health and safety matter of any kind or nature whatsoever, known or unknown, asserted or unasserted, that arises in this Agreement) connection with or on the part basis of such Buyer under this Agreementevents, (iii) any Assigned Asset or Assigned Liability acts, omissions, conditions, or any other debtstate of facts caused by Buyer, liability its affiliates, directors, officers, employees, agents or obligation of Split-Off Subsidiary, (iv) representatives after the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. 12.1.1. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Seller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAsset, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets VAPIRCA and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets VAPIRCA Shares and Assigned LiabilitiesAssumed Liabilities or to the VAPIRCA Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity. Notwithstanding anything to the contrary provided for herein, Buyer total obligation under this Section 12 shall be limited to their respective ownership interests in the VAPIRCA Shares.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇, and their respective its officers, directors, employeesmanagers, stockholdersmembers, employees and agents, representatives including the Principal Shareholders (individually, a "Seller Indemnified Party" and Affiliates (collectively, the “"Seller Indemnified Parties”") at all times from against and after the date in respect of this Agreement from and against all losses, liabilities, obligations, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys’ fees disbursements and expenses of investigationattorneys and consultants), whether or not involving a third party claim and regardless of any negligence of kind or nature whatsoever, to the extent sustained, suffered or incurred by or made against any Seller Indemnified Party (collectivelyParty, “Losses”)to the extent based upon, incurred by any Seller Indemnified Party as a result arising out of or arising from in connection with: (i) any breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein in this Agreement or in certificates any schedule, exhibit or certificate delivered in connection herewith, pursuant to this Agreement; (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under Agreement or in any schedule, exhibit or certificate delivered pursuant to this Agreement, ; (iii) any Assigned Asset claim made against Seller which relates to, results from or Assigned Liability arises out of Buyer's operation of the Assets or any other debt, liability or obligation of Split-Off Subsidiary, the Business from and after the First Closing Date; (iv) the conduct and operations, whether before any claim asserted against Seller Indemnified Parties by Buyer's broker for any claims or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or commissions due; (v) claims asserted, whether before any claim asserted against Seller Indemnified Parties away from or after Closing, relating to any of the Contracts; (Avi) any claim asserted against Split-Off Subsidiary Seller Indemnified Parties arising from or (B) pertaining relating to the Assigned Assets operation of Port St. Lucie after the Second Closing and Assigned Liabilities(vii) any claim arising from Buyer's improper exercise of any right under the ▇▇▇▇ of Sale, Assignment of Internet Domain Name, and Assignment and Assumption Agreement.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnifyshall reimburse, defend, protect indemnify and hold harmless Sellers and Shareholders and their respective personal representatives, successors and assigns (each an "Indemnified Seller Party") against and in respect of all actual damages, costs and expenses incurred or suffered by any Indemnified Seller Party that result from or arise out of: (1) any of the Assumed Liabilities or taxes under Section 9 of this Agreement; (2) liabilities and obligations of Buyer of any nature whatsoever (including liabilities for taxes), except for liabilities and obligations for which Buyer is entitled to indemnification by Sellers and Shareholders pursuant to this Agreement; (3) actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Seller Party that relate to Buyer or the Business relating to an event occurring from and after the Closing Date (unless and to the extent arising from action of or failure to act by any Seller or Shareholder, except to the extent arising from any action of or failure to act by ▇▇▇▇▇▇▇, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and ▇ in connection with her employment with Buyer after the date of this Agreement from Closing Date which acts and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or omissions shall not involving a third party claim and regardless of be subject to any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein indemnification rights or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify obligations set forth in this Agreement) or which result from or arise out of any action or inaction from and after the Closing Date of Buyer or any director, officer, employee, agent or representative of Buyer; (4) any material misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of such Buyer under this Agreement, or from any material misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers or Shareholders pursuant to this Agreement or in connection with the negotiation, execution or performance of this Agreement; and (iii5) all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, and reasonable costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any Assigned Asset of the foregoing or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business enforcement of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesthis Section.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and ▇▇▇▇▇▇▇Organovo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Organovo and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and agrees to indemnifyindemnify Seller, defendits directors, protect and hold harmless Seller and ▇▇▇▇▇▇▇managers, and their respective officers, directors, employees, stockholdersmembers, agents, representatives representatives, and Affiliates employees, as the case may be, (collectively, the “Seller Indemnified Selling Parties”) at all times from and after hold the date of this Agreement Selling Parties harmless from and against any and all lossesClaims that arise out of or result from, but only to the extent that such matters exceed, in the aggregate, $10,000: (a) the inaccuracy of any representation or breach of any warranty, covenant or agreement made by Buyer in this Agreement, including exhibits and schedules, or in any certificate, document or other instruments delivered in connection herewith; (b) any obligation or liability specifically assumed by Buyer hereunder; (c) any obligation, contract or liability of Buyer arising after the Closing Date, including without limitation: (i) any violation of any Environmental Law based on (A) a condition arising after the Closing Date, or (B) the acts or omissions of Buyer or Buyer’s agents, employees or contractors; and (ii) any Claim by any employee of Buyer, including employees previously employed by Seller, for accrued compensation, vacation pay, severance benefits or other benefits owing or maintained by Buyer arising out of services rendered after the Closing Date; (d) any and all claims, demands, liabilities, damagespenalties, actions, lawsuits, or proceedings brought against any Selling Parties to the extent that they relate to claims made by any of the Employees with respect to their employment by Buyer or their entitlement to benefits under Buyer’s Employee Benefit Plans; (e) any and all claims, demands, liabilities, penalties, actions, lawsuits, or proceedings brought against any Selling Parties to the extent that they relate to actions taken or omitted to be taken, violations of law, on or after the Closing Date in connection with the Purchased Assets; (f) any and all taxes and charges claimed to be due or collected by any federal, state, or local taxing authorities with respect to Buyer for any business or activity of Buyer on or after the Closing Date, including and together with any and all taxes or charges owed by Buyer which arise in respect of any transaction contemplated by this Agreement, other than any taxes or charges incurred by any Seller Party in its capacity as a direct or indirect equity owner of Buyer; (g) any claim for a finder’s fee, brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of Buyer with respect to the transactions contemplated hereby; and (h) any and all actions, suits, proceedings, claims, demands, assessments, adjustmentsjudgments, costs and expenses (expenses, including specifically, but without limitation, reasonable attorneys’ legal fees and expenses of investigation)expenses, whether or not involving a third party claim and regardless of incident to any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein foregoing or incurred in attempting to oppose the imposition thereof, or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in enforcing this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesindemnity.

Indemnification by Buyer. Subject to Section 12.6, after the Closing, Buyer covenants and agrees to indemnify, shall defend, protect indemnify and hold harmless Seller and ▇▇▇▇▇▇▇Sellers, and their respective directors, trustees, managers, members, limited partners, general partners, officers, directors, employees, stockholders, agents, representatives Affiliates and Affiliates agents (collectively, the “Seller Indemnified PartiesIndemnitees”) at from any and all times from and after the date of this Agreement from and against all direct losses, liabilities, obligations, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, Taxes, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys’ fees disbursements and expenses of investigation)attorneys, accountants and consultants) (whether or not involving a third arising out of third-party claim claims and regardless including all reasonable amounts paid in investigation, defense or settlement of any negligence of any Seller Indemnified Party the foregoing) (collectively, “Losses”)) sustained, suffered or incurred by any or made against a Seller Indemnified Party as a result of Indemnitee arising out of, related to or arising from in connection with: (ia) any breach of any representation or warranty of Buyer (other than Fundamental Representations) contained in this Agreement or (except to the representations and warranties of such Buyer set forth herein or in certificates extent relating to Fundamental Representations) any certificate delivered in connection herewith, pursuant to this Agreement; (iib) any breach of any Fundamental Representation of Buyer contained in this Agreement or nonfulfillment (to the extent relating to Fundamental Representations) in any certificate delivered pursuant to this Agreement; or (c) the failure of Buyer to perform any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this AgreementAgreement and, in each case of clause (a), (b) or (c) above, of which a Seller Indemnitee gives Buyer notice pursuant to Section 12.5(a) on or before the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Splitapplicable Cut-Off Subsidiary, Date; and (ivd) the conduct and operations, whether before or after Closing, successful enforcement by Seller Indemnitees of (A) the business of Seller pertaining their indemnification rights pursuant to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesthis Article XII.