Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.

Indemnification by Sellers. From Each Seller (each an “Indemnifying Party”) agrees to jointly and for twelve severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (12hereinafter individually a “Loss” and collectively “Losses”) months incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, Sellers shall hold harmless and indemnify each of by the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimCompany) and which arise from or as a result of, or are connected with: of (ai) any inaccuracy in or material breach of any a representation or warranty of Sellers the Company or GGC as of a Seller contained herein, in the date of Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in for the period such representation or warrantywarranty survives pursuant to Section 8.1(a); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or related limit any other remedies that may be available to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Purchaser.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold each Seller hereby severally defends, indemnifies and holds harmless Buyer and indemnify each all of its Affiliates, and all of their respective members, shareholders, partners, officers, directors, employees, agents, representatives, attorneys, subsidiaries, successors and assigns (collectively, the Indemnitees “Buyer Indemnitees”) from and against, against any and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered all Liabilities (whether or not relating to Third Party claims or incurred by in the investigation or defense of any of the Indemnitees same or to which in asserting, presenting or enforcing any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimtheir respective rights hereunder) and which arise caused by, arising from or as a result ofattributable to or alleged to be caused by, arising from or are connected with: attributable to (a) any inaccuracy in or material the Excluded Assets owned by such Seller (including the ownership, use and operation thereof), (b) the breach by such Seller of any representation of its representations or warranty of Sellers or GGC as of the date warranties contained in Section 6.01 of this Agreement (without giving effect to or in any “Material Adverse Effect” certificate furnished by or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as behalf of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly Seller in such representation or warranty); connection with this Agreement, (c) any the breach by such Seller of any covenant of its covenants or obligation of Sellers or GGC set forth agreements contained in this Agreement; , (d) any Closing Indebtedness the actions, suits or Acquired Company Transaction Expensesproceedings, to the extent not credited against the payment of the Purchase Price by Purchaser; if any, described in Schedule 6.01(f), (e) (i) any Taxes the continuing responsibility of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Datesuch Seller under Section 2.04, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination Retained Liabilities. In the event one or more Buyer Indemnitees is entitled to indemnification from Sellers pursuant to the terms of this Section 12.03, and in such case the breach or other Liability giving rise to such right to indemnification is not specific to a particular Seller or a particular Seller’s interest in the Assets, the Parties acknowledge and agree that any such Liabilities with respect to such breach and/or indemnification shall be based on each Seller party’s proportionate share of the employment of Assets (determined based on the same proportions as the Purchase Price, prior to any Key Employee identified adjustment thereto, is distributed among Sellers as certified in Exhibit B hereto, either for Cause writing by the Purchaser Seller Representative). Notwithstanding anything to the contrary above, no Specified Affiliate of Buyer shall be entitled to indemnification for the matters described in items (a) or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From The Sellers agree to severally and for twelve (12) months after the Closing, Sellers shall jointly indemnify and hold harmless and indemnify each of the Indemnitees Buyer Indemnified Party, from and against, against any and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, all Losses to the extent not credited against the payment such Losses result from, arise out of the Purchase Price by Purchaser; (e) or are based upon: (i) any Taxes representation made by such Seller in Section 3 hereof that is false, untrue or inaccurate when made (or when deemed to have been made) by such Seller or the Breach of the Acquired Companies with respect to any Pre-Closing Tax Period or warranty made by such Seller in Section 3 hereof (provided, however, that, with respect to the portion of any Straddle Period ending on representations (excluding Section 3.9) qualified by materiality, Material Adverse Change or similar qualifications, no Breach thereof shall be deemed to have occurred if the Closing DateLosses resulting therefrom can be measured adequately or reasonably estimated in monetary terms and do not exceed, individually or in the aggregate, US$2,000,000; provided, further, that if the Losses resulting from such Breaches cannot be measured adequately or reasonably estimated in monetary terms, the foregoing proviso shall not apply to the extent not credited against the payment of the Purchase Price by Purchaser and such Breaches); (ii) any Taxes Breach by such Seller of any of its respective covenants or agreements in this Agreement or pursuant hereto; (iii) any Losses of any Buyer Indemnified Party resulting from, arising out of or related based upon the AMC Credit Agreement or any agreement, document or instrument relating thereto; (iv) without duplication of any amounts accounted for under Sections 2.2 and 2.3, any Inbursa Additional Amount if neither the Inbursa Amendment or Waiver nor the Inbursa Payoff Letter are delivered prior to a Permitted Activity; the Closing Date for any reason whatsoever, and (fv) any Taxes imposed on, asserted against, incurred by or paid by Symphony as a result of or in connection with the termination actions taken or omissions by Sellers and their affiliates in connection with Seller Structuring Transactions (irrespective of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser whether such Taxes are properly or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”legally imposed or asserted); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Systemax and for twelve (12) months after the Closingeach Seller shall, Sellers shall jointly and severally, indemnify, defend and hold harmless Purchaser and indemnify each of its Representatives (collectively, the Indemnitees “Purchaser Indemnified Persons”) from and againstagainst any and all Damages (collectively, and shall compensate and reimburse each of the Indemnitees for“Purchaser Damages”) (with respect to subparts (a) through (e) below, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-involving a third party claim, and with respect to subparts (f) and which arise from or as a result (g), solely with respect to third party claims), arising out of, relating to or are connected with: resulting from (a) any breach or inaccuracy in or material breach of any a representation or warranty of a Seller contained in this Agreement or in any other Transaction Agreement; (b) any breach of a covenant of a Seller contained in this Agreement or in any other Transaction Agreement; (c) Excluded Assets, Excluded Business or Excluded Liabilities (and Sellers’ failure to satisfy any Excluded Liability); (d) any noncompliance with applicable bulk sales or fraudulent transfer Legal Requirements in connection with the Transaction (it being understood that the Sellers or GGC as shall not be responsible for Damages incurred by the Purchaser by reason of the date Purchaser’s failure to satisfy, discharge, perform or fulfill the Assumed Liabilities); (e) any Purchaser Damages arising out of Purchaser’s failure to deduct or withhold any Taxes from any amount paid by Purchaser to Sellers that Purchaser was required to deduct and withhold under any applicable Legal Requirement; (f) any claim related to wages, Taxes, employment matters, benefits or similar claims that arise out of or connection with Sellers’ offering or payment of compensation or any other acts or omissions of Sellers related to matters described in Section 9.2; and (g) any claim for any violation by Sellers of that certain Assurance for Voluntary Compliance, dated September 2015, by and among Systemax, TigerDirect, Inc. and the State of Florida; provided that for purposes of determining whether any breach or inaccuracy in any representations, warranties or covenants has occurred and for the purposes of calculating Purchaser Damages resulting therefrom (but not for purposes of determining satisfaction of closing conditions pursuant to ARTICLE 3 hereof), the representations and warranties in this Agreement (and in any other Transaction Agreement shall be deemed to have been made without giving effect any qualifications as to any materiality and, accordingly, all references herein and therein to “material,” “in all material respects,” “Material Adverse Effect” or other and similar qualifications as to materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only shall be accurate as of such time) (without giving effect deemed to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.deleted therefrom.

Indemnification by Sellers. From Each Seller, Sancxxx xxx Huizxxxx, xxverally but not jointly, agrees to indemnify Purchasers and for twelve the Company and hold them harmless from any loss, damage or expense (12including reasonable attorneys' fees) months after which Purchasers, the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered Company or incurred by any of the Indemnitees their officers, directors, parents or subsidiaries or other affiliates, actually incur (to which any of the Indemnitees may otherwise be offset by applicable insurance recovery obtained), suffer or become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or liable for as a result of, of or are connected with: in connection with (a) any the inaccuracy in or material breach of any agreement, representation or warranty of Sellers Sellers, Sancxxx xx Huizxxxx xxxtained in this Agreement, any Exhibit or GGC as Schedule to be delivered pursuant hereto occurring or developing during the period of the date survival of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such agreement, representation or warranty)warranty including any claims by any third parties alleging facts or circumstances which, if true, would constitute such inaccuracy or breach; (b) failure to pay any inaccuracy in sales or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as use tax liability of the Closing Date (except Sellers for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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)periods through the Transfer Time; (c) any breach assertion against the Company or Purchasers of any covenant claim or obligation liability of Sellers not expressly assumed hereunder by the Company or GGC set forth in this AgreementPurchasers; (d) any Closing Indebtedness unless expressly assumed by the Company or Acquired Company Transaction Expensesthe Purchasers hereunder, to the extent not credited assertion against the payment Company or Purchasers by any person, firm, governmental agency or corporation of any obligation or liability of Sellers accruing on or prior to, or existing at, the Purchase Price by PurchaserTransfer Time and thereafter accrued, including without limitation, tax claims or liabilities; (e) (i) failure of Sellers to obtain necessary consents to assignment of any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, Transferred Assets to the extent not credited against the payment of the Purchase Price required by Purchaser and (ii) any Taxes arising out of this Agreement; or related to a Permitted Activity; and (f) the termination any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the employment foregoing or in enforcing this indemnity. Purchasers and the Company shall give Sellers, Sancxxx xxx Huizxxxx xxxmpt written notice of any Key Employee identified in Exhibit B heretoclaim, either for Cause suit or demand which Purchasers or the Company believe will give rise to indemnification by the Purchaser or without Good Reason by the Key EmployeeSellers, within the 12 month period following the Closing (a “Premature Departure”)Sancxxx xx Huizxxxx xxxer this paragraph; and provided, however, that the failure to give such notice shall not affect the liability of Sellers, Sancxxx xx Huizxxxx xxxeunder unless the failure to give such notice adversely and materially affects the ability of Sellers, Sancxxx xx Huizxxxx xx defend themselves against a claim or to cure the breach or inaccuracy giving rise to the claim for indemnification on account thereof. Except as hereinafter provided, Sellers, Sancxxx xxx Huizxxxx xxxll have the right to defend and to direct the defense against any such claim, suit or demand, in no event their names or in the name of Purchasers or the Company at Sellers', Sancxxx'x xxx Huizxxxx'x xxxion and with counsel of Sellers', Sancxxx'x xxx Huizxxxx'x xxx choosing, which counsel shall be reasonably satisfactory to Purchasers. Purchasers and the Company shall, at Sellers', Sancxxx'x xxx Huizxxxx'x xxxense, cooperate in the defense of any such Damages claim, suit or demand. If Sellers, Sancxxx xxx Huizxxxx xxxhin reasonable time after notice of a claim, fail to defend Purchasers or the Company or if, in the good faith judgment of Purchasers, the facts giving rise to indemnification hereunder shall involve a possible claim by Purchasers or any of their affiliates or the Company against a third party, or the facts concern a claim constituting or challenging any material rights or assets of Sellers acquired by the Company pursuant to this Agreement or seeking an injunction or other equitable relief against the Company, the Purchasers or any of their affiliates, Purchasers and the Company shall be “double counted” entitled to have separate counsel undertake the defense, compromise or settlement of such claim at the expense of and for purposes the account and risk of Sellers, Sancxxx xxx Huizxxxx, xxbject to the right of Sellers, Sancxxx xxx Huizxxxx xx assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Purchasers or the Company, provided Sellers, Sancxxx xxx Huizxxxx xxxl not, without Purchaser's written consent (not to be unreasonably withheld) settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchasers and the Company a release from all liability in respect of such claim. No right or remedy conferred in this paragraph is intended to be exclusive of any other right or remedy available, now or hereafter at law or in equity or otherwise, to the parties hereto. Any payments due to Purchasers or the Company under the terms of this Article 10paragraph 13.1 shall be made first from the escrow account specified in paragraph 6.3 above until the balance in the escrow account has been exhausted. For purposes Except as specified below, any balance in the escrow account (including any interest earned thereon) shall be distributed to Sellers on the first anniversary of (f) abovethe Closing. In the event that prior to the first anniversary of the Closing, Purchasers have given notice to Sellers of an indemnification claim which remains outstanding on the Parties agree that first anniversary of the Closing, then until such claim is finally resolved, there shall continue to be held in escrow an amount equal to the amount of Damages applicable the unresolved claim, and any excess escrow balance shall be distributed to a Premature Departure shall vary depending the Sellers on the Key Employee who is first anniversary of the subject of a Premature Departure as set forth in Exhibit B.Closing.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall defend, indemnify and hold harmless Buyer and indemnify each of its affiliates, and their respective officers, directors, employees, agents, advisors and other representatives (collectively, the Indemnitees “Buyer Indemnitees”) from and against, and shall compensate and pay or reimburse each of the Buyer Indemnitees for, any Damages which are suffered or and all damage, loss, liability, expense, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs (including reasonable expenses of investigation, enforcement and collection, reasonable attorneys’ accountants’ and other professional fees and expenses incurred by in connection with any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of litigation) whether or not such Damages relate to any third-party claim) and which arise involving a Third Party Claim (collectively, “Losses”), resulting from or as a result of, or are connected with: arising out of (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of subject to the date of this Agreement (without 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); (b) time limitations set forth above, any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification in this Agreement or any similar qualification contained certificate delivered by Sellers in connection hereto, (b) any failure of any Seller or incorporated directly any affiliate to perform any covenant or indirectly in such representation or warranty); agreement under this Agreement, (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; Retained Liability, (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment defect in title on any of the Purchase Price Real Property which is not a Permitted Lien unless such defect is covered by Purchaser; title insurance and such defect does not appear as a lien, exception or encumbrance or other defect on the title policy or in this Agreement and/or the Disclosure Schedules attached hereto, (e) (i) any Taxes suit, action, proceeding, claim or investigation pending or threatened against or affecting the Hawaiian Businesses that arose from any matter or state of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect facts existing prior to the portion of any Straddle Period ending Closing and is not disclosed on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted ActivitySchedule 3.15; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, only those claims or litigation set forth on Schedule 3.15 that in no event shall such Damages Buyer has specifically assumed will be “double counted” for purposes of this Article 10. For purposes of deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, (f) aboveany Losses incurred as a result of the alleged default under the HMPM lease, (g) any Losses incurred as a result of any default under the Parties agree that lease of Diamondhead Mortuary, or (h) any claim, demand, action, proceeding or lawsuit made or filed by any trustee or receiver or other interested party in connection with or as a result of or otherwise following the amount insolvency, reorganization or bankruptcy of Damages applicable any Seller, whether made or filed as part of formal bankruptcy or reorganization proceedings or otherwise, which claim, demand, action, proceeding or lawsuit in any way challenges, seeks to a Premature Departure shall vary depending on set aside or deprive Buyer of the Key Employee who is benefits of the subject of a Premature Departure as set forth in Exhibit B.transaction contemplated by this Agreement.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC Helix as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC Helix as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC Helix set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; and (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From (a) Sellers agree, jointly and for twelve (12) months after the Closingseverally, Sellers shall to hold harmless and indemnify each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages which that are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party Third Party claim) and which that arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); from (bi) any inaccuracy in or breach Breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date representations or warranties made by Sellers in this Agreement, the other Transactional Agreements (except for such representations other than the Jonny Cat Copack Termination Agreement, the Fresh Step Coarse Clay Amendment and warranties that address matters only the Liner Purchase Order), the Disclosure Schedules, as of a particular time, which need only be accurate as of such time) (without giving effect modified by any new Disclosure Schedules and supplements and amendments to any “Material Adverse Effect” Disclosure Schedules delivered pursuant to SECTION 2.27, or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); the Closing Certificate of Sellers, (cii) any breach Breach of any covenant or obligation agreement of Sellers or GGC set forth contained in this Agreement or any other Transactional Agreement (other than the Jonny Cat Copack Termination Agreement; (d, the Fresh Step Coarse Clay Amendment and the Liner Purchase Order) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against waived by Buyer, (iii) any liabilities of Sellers other than the payment Assumed Liabilities, including, without limitation, any liabilities for any Release of Hazardous Materials on, upon or from the Real Property or in connection with the Assets or the operation of the Purchase Price by PurchaserBusiness on or prior to the Closing Date, and any liability of Sellers under Environmental Laws arising from or related to the operation of the Business prior to the Closing; (e) (iiv) any Taxes Third Party Claims or threatened claims against Buyer arising out of the Acquired Companies with respect actions or inactions of Sellers prior to any Pre-the Closing Tax Period or Date with respect to the portion Assets or the operation of any Straddle Period ending on the Business prior to the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and ; or (ii) any Taxes arising out of or related to a Permitted Activity; and (fv) the termination of the employment failure of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); Benefit Plans to comply with their respective governing documents and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Laws.

Indemnification by Sellers. From Sellers agrees to Indemnify, defend and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees Buyer from and againstagainst any losses, costs, damages and shall compensate expenses (including, without limitation, attorneys' fees and reimburse each of the Indemnitees for, any Damages which are suffered or costs) incurred by Buyer and resulting from any breach by Sellers of any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) Seller's representations, warranties and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC covenants set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses. In furtherance, and not in limitation, of the foregoing indemnity, Sellers shall indemnify, defend and hold harmless from and against all claims asserted against, and all losses, costs, damages and expenses incurred by Buyer arising from either the business conducted by Sellers at the Premises prior to the extent not credited against Closing, and the payment violation of any local, state or federal law relating to hazardous substances or toxic waste by reason of the Purchase Price presence on or under the Premises of hazardous substances or toxic waste, which substances or waste were present prior to the Closing, provided that the presence of such hazardous substances or toxic waste was caused by Purchaser; (e) (i) any Taxes the Sellers. Buyers shall promptly notify Sellers of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion existence of any Straddle Period ending claim, demand or other matter to which Seller's indemnification obligations would apply and shall give Sellers reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided, that Buyer shall at all times also have the right to fully participate in the defense at his own expense. If Sellers shall, within a reasonable time after this notice, fail to defend, Buyer shall have the right but not the obligation to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers, Buyer shall make available all information and assistance that Sellers may reasonably request. Any time after the Closing Date, to but not later than one (1) year after the extent not credited against Closing Date, Buyer shall inform Sellers by written notification ("Claim Notice") of any claim for indemnification under this Section. Sellers shall have ten (10) days from the payment date of delivery of the Purchase Price by Purchaser and (ii) Claim Notice in which to dispute any Taxes arising out of such claim. In the event that all or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject portion of a Premature Departure as set forth claim remains unresolved twenty (20) days after the date of Seller's Notice after good faith efforts to resolve the claim, Buyer and Seller shall attempt to resolve such claim through mediation, and then, if necessary, by arbitration in Exhibit B.accordance with the procedures described in Sections 9.09 and 9.10.

Indemnification by Sellers. From Subject to the limitations of Section 8.2 below, the Sellers shall indemnify and for twelve (12) months hold harmless the Buyer and, from and after the Closing, Sellers shall hold harmless the Company and indemnify each of their respective Affiliates and the Indemnitees from shareholders, directors, employees, officers, successors, permitted assigns and against, and shall compensate and reimburse agents of each of them (the Indemnitees for"Buyer Indemnified Persons") against all liabilities, any Damages which are suffered or losses, damages, costs and expenses reasonably incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or them as a result of: (a)Any misrepresentation, breach of warranty or non- fulfillment of any agreement on the part of the Sellers under this Agreement, or any misrepresentation in any certificate or other instrument furnished or to be furnished by the Sellers to the Buyer under this Agreement, after giving full effect to all modifications to the Schedules to this Agreement which are connected with: delivered by Sellers to Buyer on or before the Closing Date; (a) any inaccuracy in b)Any failure or material breach of any representation or warranty of Sellers or GGC as delay on the part of the date of this Agreement (without giving effect Sellers in satisfying the conditions to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect provided herein or in fulfilling its obligation to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly sell the Shares in such representation or warranty); (c) any breach of any covenant or obligation of Sellers or GGC set forth in accordance with this Agreement; (c)Any Taxes imposed on or asserted against the Company, Buyer or any of Buyer's Affiliates (including any transferee or successor liability arising pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of any state or local law) (or any claim therefor) by any Government authority for any taxable period (or a portion thereof) ending on or prior to the Closing Date arising out of the Business conducted or transactions by the Sellers or the Company occurring prior to the Closing Date; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by PurchaserThe Excluded Liabilities; (e) Any liability to the U.S. Government relating to assets of the ESCO Retirement Plan not transferred to Buyer or an Affiliate under the Federal Acquisition Regulation, the Cost Accounting Standards or any other government procurement law or regulation, and any liability (or any claim thereof) to Persons arising out of Sellers' failure to transfer to Buyer or an Affiliate the legally required quantity of assets of the ESCO Retirement Plan to be transferred upon sale of the Company; and (f)All actions, suits, proceedings, judgments, settlement payments, costs and expenses (including attorneys' fees and expenses) reasonably incurred by the Company or the Buyer incident to any of the foregoing; provided, that any such amounts shall (i) any Taxes of be computed considering the Acquired Companies with respect to any Pre-Closing Tax Period or with respect benefit to the portion of any Straddle Period ending on indemnified person arising from the Closing Dateindemnified matter, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) not include or be recoverable by any Taxes arising out of Person to the extent covered by insurance available to the indemnified person. Buyer, its employees, agents, directors, officers or related to a Permitted Activity; and (f) shareholders shall not actively seek the termination of the employment involvement of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (Third Person to assert a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) aboveclaim against Buyer, the Parties agree that the amount of Damages applicable Company or Sellers unless required to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.do so by law. 8.2.

Indemnification by Sellers. From Sellers agrees to indemnify Purchaser and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from its affiliates, and their respective officers, directors, employees, stockholders, representatives and agents, against, and shall compensate agrees to hold it and reimburse each of the Indemnitees forthem harmless from, any Damages which are and all Losses incurred or suffered by Purchaser or incurred by any of its affiliates (or any combination thereof) arising out of any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected withfollowing: (a) any inaccuracy in or material breach of or any inaccuracy in (or any alleged breach made by a person other than Purchaser of or inaccuracy in) any representation or warranty of made by Sellers or GGC as of pursuant to this Agreement, any Contract including the date of parties to this Agreement contemplated hereby (including, without giving effect limitation, the Supply Agreement), any document relating hereto or thereto or contained in any Exhibit to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation this Agreement, and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of or failure by Sellers to perform (or alleged breach of or failure by Sellers to perform) any covenant or obligation of Sellers set out in this Agreement, any Contract including the parties to this Agreement contemplated hereby (including, without limitation, the Supply Agreement), any document relating hereto or GGC thereto or contained in any Exhibit to this Agreement; (b) any of the Excluded Assets; (c) any Unassumed Liabilities; (d) the Bulk Sales Laws of any jurisdiction in connection with transactions contemplated by this Agreement; (e) any Claims by or liabilities with respect to any employee of Sellers with respect to his or her employment or termination of employment by Sellers, including, without limitation, any and all worker's compensation claims or liabilities to the extent arising out of any accidents, illness or other events which occurred on or prior to the Closing Date; (f) to the extent not included in clauses (a)-(e) above, irrespective of whether or not Sellers had knowledge of the matters referred to in this clause (f), and irrespective of whether or not the representations and warranties set forth in this AgreementAgreement were breached, including without limitation the items disclosed on Schedule 3.13, any and all Environmental Liabilities and Costs (including, without limitation, (i) the Release of any Contaminant on, upon or into any property and (ii) damage to real or personal property or natural resources and/or harm or injury to persons or entities alleged to have resulted from any such Release of Contaminants) arising out of or in connection with the present or past operations and facilities of Seller as conducted prior to the Closing Date; (dg) all demands, assessments, judgements, costs and reasonable legal and other expenses arising from, or in connection with, any investigation, action, suit, proceeding or other Claim incident to any of the foregoing; (h) any Closing Indebtedness or Acquired Company Transaction Expenses, litigation to which Seller is a party relating to the extent not credited against the payment of the Purchase Price by Purchaserforegoing; (e) and (i) any Taxes use of the Acquired Companies with respect Assets by any person while such Acquired Assets are located in AWC's facilities or otherwise are in the possession of AWC. Notwithstanding the foregoing, Sellers shall not be obligated to any Preindemnify Purchaser for AWC's non-Closing Tax Period or with respect to performance under the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall Supply Agreement when such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who non-performance is the subject direct and sole result of a Premature Departure Force Majeure Event (as set forth such term is defined in Exhibit B.the Supply Agreement).

Indemnification by Sellers. From and for twelve (12) months after the ClosingClosing Date, Sellers shall shall, jointly and severally, indemnify and hold harmless Buyer and indemnify each of its Affiliates, directors, shareholders, officers, agents, representatives and employees (collectively, the Indemnitees “Buyer Group”), harmless from and against, and shall compensate and reimburse each of the Indemnitees for, any against Damages which are suffered imposed upon or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise them in connection with, resulting from or as a result arising out of, directly or are connected withindirectly: (ai) any misrepresentation, or inaccuracy in or material breach of any a representation or warranty of warranty, made by Sellers or GGC as of the date of in this Agreement (without giving disregarding for this purpose any materiality, material adverse effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification qualifiers contained or incorporated directly or indirectly in such representation or warrantyrepresentations); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (cii) any breach or non-fulfillment of any covenant or obligation agreement on the part of Sellers or GGC set forth in this Agreement; (diii) any Closing Indebtedness or Acquired Company Transaction Expenses, the Excluded Obligations; (iv) the Excluded Liabilities; (v) the Historical Environmental Liabilities (provided that this aspect of the indemnity shall be reduced to the extent not credited against that Sellers are harmed as a result of any Buyer breach of any of its obligations under Sections 5.02(c) or any Voluntary Environmental Action); (vi) the payment fee payable to Concentric Energy Advisors, Inc. referred to in Section 3.17; (vii) the Alstom Litigation; (viii) the failure to obtain any authorization, consent, waiver or approval listed in Schedule 3.04; and (ix) all actions, suits, proceedings and judgments incident to any of the Purchase Price foregoing. Notwithstanding anything in this Agreement to the contrary, Sellers (1) shall have no indemnification obligations under this Article 10 for any Environmental Damages to the extent resulting from changes in any Environmental Law occurring after the Closing Date or to the extent attributable to a change in the use of any Real Property from the Buyer’s Intended Use or any Voluntary Environmental Action by Purchaser; (e) (i) Buyer or its Affiliates, provided that any Taxes Remedial Action of the Acquired Companies with respect to any PreHistorical Environmental Liabilities may be governed by applicable post-Closing Tax Period or with respect requirements for conducting Remedial Actions, so long as any Remedial Action is conducted in a Lowest-Cost Commercially Reasonable Manner and (2) shall not be liable for any Environmental Damages to the portion extent imposed upon or incurred or accrued by Buyer Group relating to acts or omissions of any Straddle Period ending on Buyer or its Affiliates, or the existence of Environmental Conditions to the extent first arising or existing after the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless each Seller agrees, severally and not jointly, to indemnify each of the Indemnitees from Purchasers against all actual losses, damages and againstexpenses (collectively, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or “Losses”) actually incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject such Purchasers, caused by (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date made by such Seller in Article III of this Agreement Agreement; and (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (cii) any breach of any covenant or obligation of such Seller in this Agreement or any documents required to be performed by such Seller after the Closing Date. The representations and warranties of each Seller contained in this Agreement (including all schedules and exhibits hereto) shall survive the Closing for a period of one (1) year. Notwithstanding any other provision of this Agreement: (1) each Seller’s aggregate liability in respect of all claims that the Company and/or any and all Purchasers may have against it pursuant to this Agreement will not exceed that amount of the Net Purchase Price actually received by such Seller, as shown on Part B of Exhibit D; (2) the aggregate liability of all Sellers under this Agreement shall not exceed the aggregate Net Purchase Price actually received by the Sellers who received such Net Purchase Price; (3) no Seller shall have any liability for any breach of any representation, warranty, covenant or GGC other obligation of the Company or any other Seller set forth in this Agreement; (d) , or for any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment liabilities of the Purchase Price by Purchaser; (e) (i) Company or any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activityother Seller whatsoever; and (f4) no Seller shall have any liability to the termination Company, any Purchaser, or any other Seller for consequential damages, lost profits, or incidental or indirect damages, including diminution of value or multiples of earnings damages, related or based upon this Agreement. For the avoidance of doubt, if a Seller has not actually received any amount of the employment Net Purchase Price, as shown on Part B of Exhibit D, such Seller shall not have any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of liability under this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Agreement.

Indemnification by Sellers. From Sellers shall indemnify and for twelve (12) months hold harmless Buyer and its directors, officers, employees, affiliates and agents, at all times from and after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, against any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise Losses arising from or as a result of, or are connected withrelating to: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (ci) any breach of the representations or warranties made by Sellers in this Agreement or in any covenant certificate or obligation of other document or agreement delivered by Sellers or GGC set forth in any of them pursuant to this Agreement; (dii) any breach of the covenants and agreements made by Sellers in this Agreement or in any certificate or other document or agreement delivered by Sellers or any of them pursuant to this Agreement; (iii) the Excluded Assets; (iv) the Excluded Liabilities; and (v) any Losses arising from the failure to obtain on or prior to the Closing Indebtedness any required consent of any landlord of the Independent Facilities or Acquired Company Transaction Expensesto have executed and delivered on or prior to the Closing any assumptions of the Independent Third-Party Leases as contemplated in Section 1.6(a) of this Agreement, including but not limited to any Losses resulting from any changes demanded by a landlord in rental rates or other terms and conditions in any Independent Third-Party Lease or from any relocation to different facilities required as a result of consent not having been obtained, and any Losses arising from the failure of Sellers to obtain on or prior to the Closing on their own behalf or on behalf of Buyer any required Sellers' lenders consents, shareholder approvals or consents of other third parties, including but not limited to the consent of the mortgage lender of the Plano Road facility and any consents required to transfer or assign the Assumed Agreements and/or to license the licensed Software if not obtained by the Closing, to the extent not credited against execution and delivery of this Agreement and the payment other agreements and instruments contemplated hereby and the consummation of the Purchase Price by Purchaser; (e) (i) transactions contemplated hereby. If Sellers shall at any Taxes of the Acquired Companies with respect time dissolve or make any distribution to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period equity holders following the Closing (a “Premature Departure”); after satisfaction of all debts to creditors, Sellers shall post security for or otherwise make full and providedadequate provisions for all identifiable obligations of indemnity under this Section 13.2. The Appliance Company shall indemnify and hold harmless Buyer and its directors, howeverofficers, that employees, affiliates and agents, at all times from and after the Closing arising from or relating to any breach of any covenant, agreement, representation or warranty made in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, Agreement by the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B.Appliance Company.

Indemnification by Sellers. From and for twelve (12) months after the Closing, Sellers shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (c) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreement; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; and (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such Damages be “double counted” for purposes of this Article 10. For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall vary depending on the Key Employee who is the subject of a Premature Departure as set forth in Exhibit B..

Indemnification by Sellers. From Subject to the limits set forth in this Article IX, from and for twelve (12) months after the Closing, Sellers shall hold jointly and severally indemnify and save Buyer, its Affiliates and their respective directors, officers and agents, (collectively "Buyer Claimants" and individually "Buyer Claimant") harmless from and indemnify defend each of the Indemnitees them from and againstagainst any and all demands, claims, actions, liabilities, losses, costs, damages or reasonable expenses whatsoever (including without limitation reasonable attorneys' fees and shall compensate and reimburse each of the Indemnitees forexpenses) (collectively, any Damages which are suffered or "Claims") incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise Buyer Claimants resulting from or as a result of, or are connected with: arising out of (ai) any inaccuracy in or material breach of any representation or warranty of Sellers or GGC as of the date of this Agreement (without 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); (b) any inaccuracy in or breach of any representation or warranty of Sellers or GGC as if such representation the Principal Stockholder contained herein; and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without 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); (cii) any breach of any covenant or obligation of Sellers or GGC set forth in this Agreementcontained herein; (d) any Closing Indebtedness or Acquired Company Transaction Expenses, to the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that if the Closing occurs, all written amendments or supplements to the Disclosure Schedule made prior to the Closing shall be deemed to have been made a part of the Disclosure Schedule as of the date hereof. Notwithstanding anything contained herein to the contrary, (a) Sellers shall not be required to indemnify a Buyer Claimant hereunder unless the aggregate cumulative sum of all amounts for which indemnity would otherwise be due hereunder to any and all Buyer Claimants exceeds $250,000, in no event which case Sellers shall such Damages only be “double counted” responsible for purposes the excess; (b) the aggregate liability of the Sellers under this Article 10. For purposes of IX shall not exceed an amount equal to $6,000,000; (fc) above, the Parties agree that any indemnification liability arising hereunder shall be limited to the amount of Damages applicable actual damages sustained by any Buyer Claimant by reason of such breach, net of any insurance proceeds with respect thereto payable to a Premature Departure or for the benefit of the Buyer Claimant; and (d) Buyer Claimants' indemnification for any Claims pursuant to this Section 9.2 shall vary depending on be calculated net of any net (giving effect to the Key Employee who is payment of any additional taxes that may be incurred by Buyer Claimants from the subject treatment of a Premature Departure such indemnification payments as set forth taxable income or gain to Buyer Claimants) tax benefit to Buyer Claimants (utilized by Buyer Claimants against income of Buyer Claimants in Exhibit B.the year that Buyer Claimants deducts such liability, loss, claim, cost or expense in its income tax returns, regardless of whether Buyer Claimants receives any tax benefits in any other year by reason of any net operating loss or other available income tax carryforwards or carrybacks), resulting from such Claims. The provisions of this Section 9.2 shall not apply to the Sellers' obligations under Section 6.12 hereof.