Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, (a) Sellers agree to indemnify, defend shall indemnify and hold harmless Buyer Buyer, Zone Trading and Buyer's Overunder, each of their respective Affiliates and each of their respective officers, directors, officersmembers, managers employees, agents, heirs, successors, assigns and employees representatives ("collectively, “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Lossesliabilities, asserted againstlosses, resulting todamages, imposed upon claims, costs and expenses, interest, awards, judgments or incurred by penalties (including legal fees and expenses and interest on the Buyer Indemnified Partiesamount of any of the foregoing at the Applicable Rate from the date suffered or incurred), directly whether now known or indirectly, by reason of or resulting from subsequently discovered (aa “Loss”) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, the extent arising out of, relating resulting from, related to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; caused by (bi) any inaccuracy or misrepresentation in or breach of any of the representations or warranties made by, or any of the covenants or agreement of Sellers or any of their Affiliates contained in in, this Agreement or made pursuant to any of the Transaction DocumentAgreements; (cii) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsExcluded Liability; (diii) the employment of any Transferred Employee prior to such Employee’s Employee Transition Date, the employment related practicesof any other Employee, policiesor the termination of any Employee, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orSellers; or (eiv) any breach claim by Sellers or on behalf of any Scheduled Contract; (f) any pre-closing breach by Sellers a Seller Assigned Employee arising from Seller’s use of either (x) any Contract assumed by Buyer such Seller Assigned Employee pursuant to SECTION 2.6(BSection 5.2(c) hereof. (IIIb) Without limiting Section 6.2(a), Sellers shall indemnify and hold harmless the Buyer Indemnitees with respect to any Loss resulting from a claim by any Person that the assignment by any Seller to Buyer of a Transferred Agreement constitutes a breach of such Transferred Agreement or (y) any Additional Agreement that constitutes an Assumed Liabilityis otherwise prohibited.

Indemnification by Sellers. Subject to the conditions Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall defend, defend indemnify and hold harmless Buyer Buyers, their Affiliates and Buyer's their respective shareholders, directors, officers, managers managers, members, employees, independent contractors, parents, subsidiaries, successors and employees ("Buyer Indemnified Parties") assigns from and against all claims, judgments, damages, liabilities, settlements, losses, costs and in respect of any expenses, including attorneys’ fees and all Lossesdisbursements, asserted against, resulting arising from or relating to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from : (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement or any document to be delivered hereunder or in connection herewith; (b) any and all claims of third parties made pursuant to any Transaction Document; based upon facts alleged that, if true, would have constituted such an inaccuracy or breach; (c) any noncompliance breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to this Agreement or any Transaction Document including without limitation any failure document to comply with applicable Bulk Sales laws; be delivered hereunder or in connection herewith; (d) any employment related practices, policies, Contracts, decisions, actions the ownership of the Purchased Assets or omissions by Sellers with respect the operation of the Business prior to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; the Closing; (e) any breach by negligence, malpractice, action or omission of either of Sellers or any of Sellers’ respective employees, independent contractors, or any Scheduled Contract; other person acting under either of Sellers’ control or supervision prior to or as of Closing; (f) the Excluded Liabilities (regardless of the reason or legal theory used to impose any pre-closing breach by Sellers such liability on Buyers, including without limitation, as a result of either operation of law, application of any law, statute, regulation, court or administrative decision, or other legal doctrine); (xg) any Contract assumed by Buyer pursuant fact, event or circumstance occurring or arising prior to SECTION 2.6(B) the Closing Date in connection with Sellers, the Practice or the Purchased Assets; or (III) or (yh) any Additional Agreement that constitutes an Assumed Liabilityfact, event or circumstance arising in connection with or related to the Pending Actions referenced in Section 3.17, including, without limitation, the Chapter 11 Case.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this ARTICLE XII, Sellers agree each Seller, individually, and not jointly or severally, agrees to indemnify, defend and hold harmless Buyer Purchaser and Buyer's respective directorsits Affiliates, parents, stockholders, subsidiaries, officers, managers directors, employees, agents, successors and employees assigns ("Buyer such indemnified Persons are collectively hereinafter referred to as “Purchaser Indemnified Parties") Persons”), harmless from and against and in respect of any and all LossesLosses that any Purchaser Indemnified Person may suffer, asserted againstsustain, resulting to, imposed upon incur or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason become subject to arising out of or resulting from due to: (a) the non-fulfillment of any liability covenant, undertaking, agreement or other obligation of or claim against Buyer Indemnified Parties (whether absolutesuch Seller under this Agreement, accrued, contingent or otherwise and whether a contractual any Schedule hereto or any of the other type of liability or obligation or claimTransaction Documents; (b) not expressly assumed any action taken by Buyer pursuant such Seller prior to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from Closing in connection with the Assets or and/or the business and operations use of the Station during the period such Assets prior to the Closing Date; , or the operations of such Seller prior to and subsequent to Closing (b) any misrepresentation or breach except in connection with the operation of the warranties of Sellers contained in or made pursuant to any Transaction DocumentAssets post-Closing); (c) relating to the Liabilities of such Seller not expressly assumed hereunder; or (d) the breach of any noncompliance by Sellers with any covenantsrepresentation, agreements warranty or undertakings covenant of Sellers contained such Seller in this Agreement or made pursuant to any Transaction Document including without limitation to which the Seller is a party and the Seller Representative shall defend and hold each Purchaser Indemnified Person harmless from and against any Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to any environmental Claims or Liabilities (i) associated with the Assets or (ii) arising from any act or omission by any Seller or the failure of any Seller to comply with any Environmental Law in connection with the Assets (collectively (i) and (ii), the “Environmental Liabilities”), relating to or dating back to the period or periods that each Seller owned and/or had legal title to the Assets which are subject to the applicable Bulk Sales laws; Loss (dthe “Seller Ownership Period”). “Losses” as used in this ARTICLE XII are not limited to matters asserted by third parties, but includes Losses incurred or sustained in the absence of third party Claims. Payment is not a condition precedent to recovery of indemnification for Losses. Each Seller’s indemnification obligations under this Section 12.1 shall be limited to the aggregate amount of consideration (including Cash Consideration, Common Shares and Preferred Shares, as applicable) any employment related practiceswhich such Seller received upon Closing or would receive had the Closing occurred, policiesas applicable (as applicable, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe “Seller Cap”).

Indemnification by Sellers. (a) Subject to the conditions terms and provisions of SECTION 12.4this Article XII, Sellers agree to indemnifyMajority Shareholders shall, defend jointly and severally, defend, indemnify and hold harmless Buyer Buyer, its Affiliates and Buyer's its and their respective officers, directors, officersshareholders, managers employees and employees agents and its and their respective successors, assigns, heirs, executors, administrators, receivers, trustees and other legal representatives (collectively the "Buyer Indemnified PartiesGroup") harmless at all times from and after the Closing Date immediately on demand from, against and in respect of any of, and all Losses, asserted against, resulting to, imposed upon or incurred by shall reimburse the Buyer Indemnified PartiesGroup for, directly or indirectlyany Damages incurred, sustained, suffered by reason of or resulting from (a) any liability or obligation of or claim against to the Buyer Indemnified Parties (whether absoluteGroup, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6them, arising out of, relating to or resulting from the businesses of Sellersfrom, incurred in connection with, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; sustained as a result of: (bi) any misrepresentation inaccurate representation made by or breach on behalf of the warranties any of Sellers contained in or made pursuant to this Agreement, any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers Ancillary Agreement or any Affiliate of Sellers certificate, instrument or document delivered pursuant hereto or thereto; or; (eii) any breach by Sellers of any Scheduled Contractwarranty made by or on behalf of any of Sellers in or pursuant to this Agreement, any Ancillary Agreement, or any certificate, instrument or document delivered pursuant hereto or thereto; or (fiii) any pre-closing breach breach, default, nonfulfillment, nonperformance or nonobservance by any of Sellers in the performance, fulfillment, or observance of either (x) any Contract assumed of the obligations, covenants or agreements which are to be performed, fulfilled or observed by Buyer or on behalf of any of Sellers in or pursuant to SECTION 2.6(B) (III) this Agreement, any of the Ancillary Agreements or (y) any Additional Agreement that constitutes an Assumed Liability.certificates, instruments or documents delivered pursuant hereto or thereto;

Indemnification by Sellers. Subject to this Article VII, each Seller jointly and severally with each other Seller, on their behalf and on behalf of their successors, assigns, or his or her successors, executors, administrators, estate, heirs and assigns (collectively, for the conditions purposes of this Section 7.2, the “Seller Indemnifying Parties”, and provisions of SECTION 12.4each individually, Sellers agree a “Seller Indemnifying Party”) agrees, to indemnifydefend, defend indemnify and hold harmless Buyer Buyer, its Affiliates (including, after the Closing, the Company and Buyer's the Subsidiaries), and their respective officers, directors, officersemployees and agents and each of the heirs, managers successors and employees assigns of any of the foregoing ("collectively, the “Buyer Indemnified Parties"” and, individually, a “Buyer Indemnified Party”) harmless from and against and in respect of any and all damages, liabilities, losses, claims, obligations, liens, assessments, judgments, Taxes, fines, penalties, costs and expenses, as the same are incurred, of any kind or nature whatsoever (excluding any consequential, special, exemplary or punitive damages, or any multiple of damages) (“Losses, asserted against, resulting to, imposed upon ”) which are sustained or incurred suffered by the any such Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Party based upon, arising out of, relating to or resulting from the businesses by reason of: (a) any breach of Sellers, any representation or relating to or resulting from the Assets warranty made by such Seller or the business and operations of Company in (i) this Agreement, Company, Ancillary Agreement or Seller Ancillary Agreement, (ii) the Station during Schedules hereto, (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by any Seller or the period prior Company pursuant to the Closing Date; this Agreement; (b) any misrepresentation or breach of any covenant or obligation of the warranties of Sellers contained Company or such Seller in this Agreement or made in any other certificate, document, writing or instrument delivered by the Company or any Seller pursuant to any Transaction Documentthis Agreement; and/or (c) any noncompliance broker’s, finder’s, financial advisor’s or other similar fees and commissions payable in connection with the transactions contemplated by Sellers with any covenants, agreements this Agreement based upon arrangements made by or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any on behalf of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers , the Company or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Company.

Indemnification by Sellers. Subject to the conditions Each Stockholder, but not Optionholder, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnify, defend indemnifies and hold holds harmless Buyer Purchaser and Buyer's respective directors, its officers, managers Affiliates, successors and employees assigns (the "Buyer Purchaser Indemnified Parties") from and against and in respect of any and all Lossesclaims, asserted againstlosses, resulting todamages, imposed upon liabilities and expenses (including, without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions), together with interest thereon at the rate of eight percent (8%) per annum, compounded annually, from the date incurred until paid, reasonably incurred by the Buyer Purchaser Indemnified PartiesParties in connection with, directly arising from or indirectly, by reason as a result of or resulting from (ai) any liability breach on the part of any Seller of any representation or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties warranty of Sellers contained in this Agreement or made pursuant to any Transaction Document; document delivered in connection herewith or (cii) any noncompliance by Sellers with breach on the part of any covenants, agreements or undertakings Seller of any covenant of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers this Agreement or any Affiliate document delivered in connection herewith. All indemnification payments shall be paid by Stockholders in immediately available funds upon presentation by the Purchaser Indemnified Party of Sellers or; (e) any breach invoices representing indemnifiable claims, and which invoices may be paid as accrued. Notwithstanding the foregoing, the obligation of each of Doug▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ Alfr▇▇ ▇. ▇▇▇keley, III to indemnify Purchaser under this Article VI shall be limited to the portion of the Purchase Price received by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitysuch Stockholder, as shown on Attachment 2.02B hereof.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4limitations set forth in this Article 8, Sellers agree to each Seller will indemnify, defend and hold harmless the Buyer and Buyer's each of its Affiliates (including, after the Closing, each Acquired Company) and their respective directors, officers, managers shareholders, equity holders, partners, members, managers, employees, agents, consultants and employees advisors, the Representatives and Affiliates of each of the foregoing Persons, and the heirs, executors, administrators, successors and assigns of each of the foregoing Persons ("each, a “Buyer Indemnified Parties") from and Person”), from, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts fees and expenses), whether or not involving a Third-Party Claim (collectively, “Losses”), asserted against, resulting to, imposed upon or incurred by the which any such Buyer Indemnified PartiesPerson suffers, directly sustains or indirectlybecomes subject to as a result of, by reason arising out of or resulting from directly relating to: (a) any liability breach of, or obligation of inaccuracy in, any representation or claim against Buyer Indemnified Parties (whether absolutewarranty made by the Company in this Agreement in Article 3, accruedany Ancillary Agreement or in any document, contingent Schedule, instrument or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer certificate delivered pursuant to SECTION 2.6this Agreement (in each case, arising out ofas such representation or warranty would read if all qualifications as to materiality, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior including each reference to the Closing Datedefined term “Material Adverse Effect,” were deleted therefrom); (b) any misrepresentation breach of, or breach of the warranties of Sellers contained inaccuracy in, any representation or warranty made by such Seller in Article 4, any Ancillary Agreement or made in any document, Schedule, instrument or certificate delivered pursuant to any Transaction Documentthis Agreement (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect,” were deleted therefrom); (c) any noncompliance by Sellers with breach or violation of any covenants, agreements covenant or undertakings agreement of Sellers contained in or made pursuant the Company (including under Article 6 and Article 9) prior to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsClosing; (d) any employment related practicesbreach or violation of any covenant or agreement of a Seller (including under Article 6, policies, Contracts, decisions, actions this Article 8 and Article 9) in or omissions by Sellers with respect pursuant to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers this Agreement or any Affiliate of Sellers orAncillary Agreement; (e) any breach by Sellers Debt or Transaction Expenses not included in the calculation of any Scheduled Contractthe Purchase Price; and (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Specified Indemnity Matters.

Indemnification by Sellers. (a) Subject in each case to the conditions and provisions of SECTION 12.4Article IX and Sections 10.3, Sellers agree to indemnify10.5 and 10.7(d): (i) each Seller shall, defend severally but not jointly, indemnify and hold harmless Buyer Purchaser, Parent, the Companies and Buyer's their respective directorsAffiliates (collectively, officers, managers and employees ("Buyer Indemnified Parties"“Purchaser Indemnitees”) from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of Damages arising or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofin connection with, relating to or resulting from the businesses suffered or incurred in connection with or as a result of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties any representation or warranty by such Seller in Section 3.1, in Sellers Disclosure Schedule with respect thereto or in any certificate with respect thereto delivered by Sellers pursuant to this Agreement; and (ii) each Seller shall, jointly but not severally, indemnify and hold harmless Purchaser Indemnitees from and against any and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with or as a result of any misrepresentation or breach of any other representation or warranty by Sellers contained in or made pursuant to this Agreement, Sellers Disclosure Schedule or any Transaction Document; (c) any noncompliance certificate delivered by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to this Agreement. (b) Each Seller shall, severally, but not jointly, indemnify and hold harmless Purchaser Indemnitees from and against any Transaction Document including without limitation and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with or as a result of any failure to comply with applicable Bulk Sales laws; (d) breach of any employment related practices, policies, Contracts, decisions, actions covenant or omissions agreement made by Sellers in Section 5.7; and each Seller shall, jointly but not severally, indemnify and hold harmless Purchaser Indemnitees from and against any and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with respect to or as a result of any breach of Sellers' employees any other covenant or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained agreement made by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer Embarcadero in or pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythis Agreement.

Indemnification by Sellers. Subject to the conditions Section 10.6, Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall indemnify Purchaser and its Affiliates, defend and hold harmless Buyer its and Buyer's their respective directorsemployees, officers, managers directors, successors and employees assigns ("Buyer Indemnified Parties"collectively, “Purchaser Indemnitees”) and agree to reimburse and hold them harmless from and against against, and in respect of, on a dollar for dollar basis, all claims, liabilities, damages, payments, obligations, losses, costs and expenses (including reasonable attorneys’ fees, court costs, expert witness fees, transcript costs and other expenses of litigation), and judgments (at law or in equity) (collectively, “Losses”) incurred or suffered by any of them and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason arising out of or resulting from any of the following: (ai) any liability breach of, nonfulfillment of, or obligation failure to perform any agreement or covenant of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual any Seller or any of their Affiliates contained herein or in any of the Seller Ancillary Documents; (ii) any breach of any warranty or representation of any Seller or any of their Affiliates contained herein or in any Seller Ancillary Document; provided that (A) representations and warranties made by Sellers by execution of this Agreement are made only as of the date hereof (other type than those made as of liability or obligation or claima specified date, which are made as of such specified date), (B) not expressly assumed the Closing Date Representations and Warranties as certified by Buyer Sellers pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations Section 8.1(b) are made only as of the Station during date hereof and as of the period prior Closing (other than those made as of a specified date, which are made as of such specified date), (C) for purposes of this Section 10.1, the Effective Time Representations and Warranties as certified by Sellers pursuant to Section 8.1(b) shall be deemed to be made only as of the date hereof and as of the Effective Time (other than those made as of a specified date, which are made as of such specified date), but not as of the Closing (and references in such certificate to the Closing Date; or Closing Date shall be deemed to refer to the Effective Time for purposes of this Section 10.1(a)(ii)) and (bD) any misrepresentation or breach for purposes of this Section 10.1, all representations and warranties in respect of the warranties of Sellers contained in or made pursuant December 2007 Unaudited Financial Statements (including the Balance Sheet) shall be deemed to any Transaction Documentrefer to the Audited Financial Statements (including the balance sheet included therein); (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.53

Indemnification by Sellers. Subject to the other terms and conditions and provisions of SECTION 12.4this ARTICLE VI, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against after the Closing, the Sellers jointly and severally (other than with respect to any claim for indemnification alleging any inaccuracy in respect or breach of Section 3.05 as it relates to or references Sellers or any Seller or any breach by either Seller of Section 5.09, as to which the Sellers’ obligations shall be several and not joint) shall indemnify the Buyer Indemnitees against, and shall hold the Buyer Indemnitees harmless from and against, any and all LossesLosses incurred or sustained by, asserted againstor imposed upon, resulting to, imposed upon or incurred by the Buyer Indemnified PartiesIndemnitees, directly arising out of or indirectly, by reason of of, related to or resulting from associated with: (a) any liability inaccuracy in or obligation breach of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during representations or warranties of the period prior to the Closing Date; Sellers contained in ARTICLE III of this Agreement; (b) any misrepresentation breach or breach non-fulfillment of any covenant, agreement or obligation to be performed by the warranties of Sellers contained in or made pursuant to any Transaction Documentthis Agreement; or (c) any noncompliance Indemnified Liabilities. Any claim asserted by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers the Buyer Indemnitees with respect to Losses incurred or sustained by, or imposed upon, any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer Indemnitee, whether asserted pursuant to SECTION 2.6(B) this Section 6.02 or otherwise, shall be satisfied first out of the Escrow Account, to the extent available, if the Escrow Account is then in being (III) it being understood that the payment of undisputed or (y) fully resolved claims under the Escrow Account shall take priority and precedence over any Additional Agreement that constitutes an Assumed Liabilityreserves for unresolved or disputed claims against the Escrow Account).

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4applicable limitations set forth in Section 10.05 hereof, Sellers agree to indemnifyshall, defend jointly and hold harmless Buyer severally, indemnify Buyers and Buyer's their respective Affiliates, directors, officers, managers employees, and employees their respective heirs, personal representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") from and against and in respect hold each of them harmless from any and all damage, claim, action, suit, proceeding, judgment, loss, liability, cost and expense (including reasonable attorneys' fees and expenses) (collectively, "Losses, asserted against, resulting to, imposed upon ") incurred or incurred suffered by the any Buyer Indemnified Parties, directly or indirectly, by reason Party arising out of or resulting from relating to: (ai) any liability breach of any representation, warranty, covenant or obligation agreement of Sellers contained in this Agreement or claim against Buyer Indemnified Parties in any Transaction Document; or (whether absolute, accrued, contingent ii) the operations of Sellers in connection with the Business prior to the Closing Date (except for the Assumed Liabilities which will be the joint and several responsibility of each Buyer); or otherwise and whether a contractual (iii) the failure of either Seller to perform any of its respective obligations or covenants under this Agreement or any other type Transaction Document; or (iv) the failure of Sellers to comply with any applicable Law with respect to this Agreement or any Transaction Document; or (v) any product liability or obligation or claim) not expressly assumed claim for Product Manufactured by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period either Seller prior to the Closing Date; , regardless of when any such claim accrues, arises or is asserted, provided, however, that Sellers shall not be responsible to the extent such claim results from (bA) any misrepresentation negligent acts or breach omissions of the warranties of Sellers contained in or made pursuant to any Transaction Document; either Buyer, (cB) any noncompliance by Sellers with any covenantsmarketing or promotional statements, agreements claims or undertakings assertions of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers either Buyer with respect to Products sold after the Closing Date, or (C) any change, modification or manipulation of Sellers' employees the Products in any way by either Buyer or former employees by any third party; or otherwise with respect to any employee benefit plan (vi) the presence, or arrangement sponsored or maintained by Sellers alleged presence, of digitalis or any Affiliate of Sellers or; (e) other contaminant in plantain which is an ingredient in any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.Product

Indemnification by Sellers. (a) Subject to the conditions limitations set forth in this Agreement, each of the Sellers jointly and provisions of SECTION 12.4severally, Sellers agree agrees promptly to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") the Purchaser from and against and in respect of any and all Lossesassessments, asserted againstjudgments, resulting todebts, imposed upon obligations, liabilities, losses, costs, damages or expenses (including interest, penalties and reasonable out-of-pocket fees, expenses and disbursements in connection with any action, suit or proceeding) net of insurance proceeds actually received (collectively, “Damages”), suffered, paid or incurred by the Buyer Indemnified Parties, directly Purchaser or indirectly, by reason of or the Company resulting from (a) or caused by or arising out of any liability breach of the representations and warranties made by any Seller to the Purchaser in this Agreement or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual in any Schedule hereto or any other type certificate delivered hereunder (provided; that liability for the representations and warranties in Section 2.4 and 2.5, which are made severally, rather than jointly and severally, shall be several). In addition, each of liability the Sellers severally agree promptly to indemnify, defend and hold harmless the Purchaser from and against any and all Damages suffered, paid or obligation incurred by the Purchaser or claim) not expressly assumed the Company resulting from or caused by Buyer pursuant to SECTION 2.6, or arising out of, relating of any failure by such Seller to perform any of his or resulting from the businesses of Sellers, her covenants or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; agreements contained in this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, indemnification under Section 6.1(a) is subject to the limitations that (i) the aggregate amount of all payments required to be made by any misrepresentation or breach Seller in satisfaction of claims for indemnification pursuant to Section 6.1(a) shall not exceed the portion of the warranties then fair market value of the Shares delivered to him and (ii) no claim for indemnification may be made until and thereafter only to the extent that the aggregate of Damages for which the Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or would otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitybe liable exceeds $25,000.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Agreement, each Seller shall severally (in accordance with such Seller’s Pro Rata Share) and provisions of SECTION 12.4, Sellers agree to indemnify, defend not jointly indemnify and hold harmless Buyer, Buyer Parent, their respective Affiliates (including, after the Closing, the Company and Buyer's its subsidiaries), and their successors and permitted assigns, and their respective officers, directors, officersmanagers, managers shareholders, members, employees and employees agents ("collectively, the “Buyer Indemnified Parties") from and against Persons”), against, and in respect of of, any and all LossesLosses suffered, asserted againstsustained, incurred or paid by any Buyer Indemnified Person resulting to, imposed upon from or incurred arising out of (i) any breach of any of the representations and warranties set forth in Article III of this Agreement; (ii) any breach or violation by the Buyer Indemnified Parties, directly or indirectly, Company of any covenant in this Agreement that by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant its terms is to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellersbe performed, or relating to or resulting from the Assets or the business and operations of the Station during the period prior that prohibits actions, subsequent to the Closing Date; or (iii) any Taxes that are the responsibility of Sellers pursuant to Section 6.4, except to the extent that such Taxes are taken into account in determining the Final Unit Purchase Price. (b) Each Seller shall, severally and not jointly, indemnify and hold harmless the Buyer Indemnified Persons against, and in respect of, any misrepresentation and all Losses suffered, sustained, incurred or breach paid by any Buyer Indemnified Person resulting from or arising out of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers such Seller of any Scheduled Contract; representation and warranty made by such Seller in Article IV of this Agreement, (fii) any pre-closing breach or violation by Sellers such Seller of either any covenant in this Agreement by such Seller that by its terms is to be performed, or that prohibits actions, subsequent to the Closing Date, or (xiii) any Contract assumed by Taxes that are the responsibility of Buyer or Buyer Parent pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySection 6.4.

Indemnification by Sellers. Subject to the conditions Each Seller shall, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directorsits Representatives and affiliates (the “Buyer Indemnitees”) from, officers, managers and employees ("Buyer Indemnified Parties") from and against and in with respect of to any and all Lossesaction or cause of action, asserted againstloss, resulting todamage, imposed upon claim, obligation, liability, penalty, fine, cost and expense (including without limitation reasonable attorneys’ and consultants’ fees and costs and expenses incurred in investigating, preparing, defending against or incurred prosecuting any litigation, claim, proceeding, demand, or request for action by the Buyer Indemnified Partiesany Governmental Authority), directly of any kind or indirectly, by reason character (a “Loss”) arising out of or resulting from in connection with any of the following: (a) any liability or obligation breach of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation representations or breach of the warranties of Sellers either Seller contained in or made pursuant to any Transaction Document; Seller Agreement; (b) any failure by either Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to any Seller Agreement; (c) any noncompliance by Sellers with and all liabilities and obligations of either Seller, of any covenantskind or nature whatsoever, agreements whether accrued, absolute, contingent or undertakings of Sellers contained in otherwise, known or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; unknown, except for the Assumed Liabilities; (d) any employment related practicesCustomer Deliverable or component thereof manufactured, policiessold, Contractslicensed, decisionsleased or distributed by, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; services provided by, either Seller prior to the Effective Time; (e) any breach by Sellers the ownership, use and operation of any Scheduled Contract; the Purchased Assets prior to the Effective Time; (f) any pre-closing breach of or failure by Sellers of either Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to any Purchased Contract prior to the Effective Time; or (xg) any Contract assumed claim for Broker Fees owed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySellers.

Indemnification by Sellers. Subject to the conditions The Sellers shall, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifydefend, defend indemnify and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer the Globant Indemnified Parties") Parties from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Damages incurred or incurred suffered by any of the Buyer Globant Indemnified Parties, directly or indirectlybased upon, by reason relating to, resulting from, arising out of or resulting from otherwise in connection with: (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolutebreach, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellersinaccuracy, or relating failure to or resulting from the Assets or the business and operations be true, as of the Station during the period prior to date of this Agreement or as of the Closing Date; , of the representations and warranties of the Sellers contained in ARTICLE 5, or contained in any certificate delivered in connection herewith; (b) any misrepresentation failure to perform, breach or breach default in the performance of the warranties any covenant or agreement of Sellers any Seller contained in this Agreement or made any other agreement or instrument furnished by such Seller, to the Purchasers pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with failure of any covenantsSeller to have good, agreements or undertakings valid and marketable title to the Purchased Interests issued in the name of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; such Seller, free and clear of all Liens; (d) any employment related practices, policies, Contracts, decisions, actions Claim by any equityholder or omissions by Sellers with respect to former equityholder of the Company or any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers its Subsidiaries, or any Affiliate other Person, seeking to assert, or based upon: (i) the ownership or rights to ownership of Sellers orany equity interests of the Company or any of its Subsidiaries; (ii) any rights of an equityholder (other than the right of a Seller to receive consideration pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Organizational Documents of the Company or any Subsidiary; (e) any breach by Sellers Claim, penalty, Tax, or other Liability arising from or in connection with the employment relationship of any Scheduled Contractof the Sellers with the Company or any of its Subsidiaries for any reason whatsoever; and (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe items set forth in Exhibit 7.1.(f).

Indemnification by Sellers. NOTWITHSTANDING ANYTHING TO THE CONTRARY ANYWHERE IN THIS AGREEMENT OR IN ANY OF THE TRANSACTION DOCUMENTS, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE XI, SELLERS SHALL HAVE NO LIABILITY TO BUYER FOR ANY INDEMNIFICATION OBLIGATION. Subject to the conditions this limitation and provisions of SECTION 12.4as expressly set forth in Section 11.6, below, Sellers agree to indemnify, defend will jointly and severally indemnify and hold harmless Buyer and Buyer's its respective directors, officers, managers equity owners, employees, agents, consultants and employees other advisors and representatives ("collectively, the “Buyer Indemnified Parties"”) from and against against, and in respect of will pay to the Buyer Indemnified Parties the monetary value of, any and all Losses, asserted against, resulting to, imposed upon Losses incurred or incurred suffered by the Buyer Indemnified Parties, Parties directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, indirectly arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations any of the Station during the period prior to the Closing Date; following: (a) any inaccuracy in or breach of any representation or warranty of Sellers contained in this Agreement or any Transaction Document; (b) any misrepresentation nonfulfillment, nonperformance or other breach of the warranties any covenant or agreement of Sellers contained in this Agreement or made pursuant to any Transaction Document; ; (c) any noncompliance by Sellers with Excluded Liability and any covenantsother Liability, agreements whether arising before or undertakings after the Closing, arising from or relating to the ownership or operation of Sellers contained in the ArcMail Business or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; the Purchased Assets before the Closing that is not an Assumed Liability; (d) any employment related practices, policies, Contracts, decisions, actions liability or omissions loss arising from the termination of this Agreement by Sellers either Party (other than through the failure of Buyer to comply fully with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orits obligations under this Agreement); and (e) any breach by Sellers Proceedings, demands or assessments incidental to any of any Scheduled Contract; the matters set forth in clauses (fa) any pre-closing breach by Sellers of either through (xd) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityabove.

Indemnification by Sellers. Subject Except as set forth in Section 5.3(c) and subject to the conditions and provisions of SECTION Section 12.4, Sellers agree agrees to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION Section 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(BSection 2.6(b) (IIIiii) or (y) any Additional Agreement that constitutes an Assumed Liability.

Indemnification by Sellers. Subject Each Seller and their respective successors and permitted assigns will subsequent to the conditions Closing, jointly and provisions of SECTION 12.4, Sellers agree to indemnify, defend severally indemnify and hold harmless Buyer the Company, Buyer, Newco their respective subsidiaries and Buyer's affiliates and their respective officers, directors, officersemployees and agents (individually, managers a “Buyer Indemnified Party” and employees ("collectively, the “Buyer Indemnified Parties"”) from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all Lossesamounts paid in investigation, asserted againstdefense or settlement of the foregoing) sustained, resulting to, imposed upon suffered or incurred by the or made against (collectively “Losses” and individually a “Loss”) any Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, Party arising out of, relating to based upon or resulting from the businesses of Sellers, in connection with: (a) actual fraud or relating to or resulting from the Assets an intentional misrepresentation by Sellers or the business and operations Company of the Station during the period prior to the Closing Date; any of their representations or warranties in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (b) any misrepresentation or other breach of any representation or warranty (other than a breach of Section 3.24 hereof, which is addressed in Section 6.02(a) hereof) made by Sellers or the warranties of Sellers contained Company in this Agreement or made pursuant to in any Transaction Document; Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (c) any noncompliance breach of any covenant or agreement made by Sellers or the Company in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; this Agreement; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orExcluded Liability; and (e) any breach by Sellers liability under the Terminated Contracts to the extent provided in Section 6.07. Claims under clauses (a) through (e) of any Scheduled Contract; (f) any pre-closing breach by Sellers this Section 8.01 shall be hereinafter collectively referred to as “Buyer Indemnifiable Claims,” and Losses in respect of either (x) any Contract assumed by such claims shall be hereinafter collectively referred to as “Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityIndemnifiable Losses.”

Indemnification by Sellers. Subject to the conditions Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to shall indemnify, defend and hold Buyer harmless from, against and with respect to any claim, liability, obligation, tax, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorney's fees and costs and expenses reasonably incurred in connection therewith), after deduction for any net tax savings, insurance reimbursement or other third party recoveries received by such party as result thereof, which are incurred by Buyer and Buyer's respective directorsor its shareholders, officers, managers directors and employees (collectively "Buyer Indemnified PartiesPurchasers' Damages") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from or attributable to any of the following (collectively "Purchasers Indemnifiable Claims"): (a) any liability breach or obligation failure of any representation or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual warranty of the Sellers or any other type Velt▇▇ ▇▇▇up Member contained in this Agreement or in any of liability the certificates delivered to Buyer by the Sellers or obligation or claim) not expressly assumed by Buyer any Velt▇▇ Group Member pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses Section 2.2 of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; this Agreement; (b) any misrepresentation failure by the Sellers or breach of the warranties of any Velt▇▇ ▇▇▇up Member to perform or observe, or to have performed or observed, in full any covenant or agreement to be performed or observed by Sellers contained in or made pursuant to any Transaction Document; Velt▇▇ ▇▇▇up Member under this Agreement (other than Section 6.1 below); (c) any noncompliance liability or claim resulting from the conduct of the businesses of any Velt▇▇ ▇▇▇up Member through the Closing (other than those (i) reflected in the Financial Statements received by Sellers with any covenantsBuyer prior toe Closing Date, agreements (ii) incurred or undertakings accruing after the dates of Sellers contained the 53 57 Financial Statements in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; the ordinary course of business through the Closing (diii) any employment related practices, policiesincurred in the ordinary course of business and resulting from the Leases, Contracts, decisionsEmployee Benefit Plans or other instruments entered into through the Closing in the ordinary course of business on a basis consistent with historical practices, actions (iv) those reflected in Schedule 5.1 (c)(iv) attached hereto, or omissions (vi) those resulting from any violations of any applicable Environmental Laws, to the extent that such violation does not constitute a breach of the representations and warranties set forth in Section 3.1), including, without limitation; (i) any liability or claim for personal injury or damage to property based on or resulting from any product sold by Sellers any Velt▇▇ ▇▇▇up Member through the Closing; (ii) any liability or claim for any federal, state, provincial, local or foreign income, franchise, real property, personal property, withholding, employment, sales, ad valorem, goods and services and other taxes payable or collectible by any Velt▇▇ ▇▇▇up Member, or any penalty or interest payable with respect to any of Sellers' employees or former employees or otherwise with respect the foregoing, which relates to any Velt▇▇ ▇▇▇up Member for any period through the Closing; (iii) any liability or claim for workers' compensation benefits, health, life or other insurance benefits, or any other employee benefit plan benefits or arrangement sponsored claims for or maintained by any of the employees of any Velt▇▇ ▇▇▇up Member for any period through the Closing (other than any liability or claim covered by insurance or the workers' compensation system or any liability for any increase in any insurance premiums or workers' compensation contributions after Closing which results from an event prior to the Closing), or any liability or claim resulting from or relating to any occurrence during any period through the Closing; or (iv) any liability or claim resulting from the termination of any employee of any Velt▇▇ ▇▇▇up member prior to the Closing; (d) any agreements, contracts, negotiations or other dealings by Sellers or any Affiliate Velt▇▇ ▇▇▇up Member with any person concerning the sale of Sellers or; all or substantially all of the stock, assets or businesses of any Velt▇▇ Group Member; (e) any breach liability or claim by Sellers any third party resulting from the conduct of the businesses of any Scheduled Contract; Velt▇▇ ▇▇▇up Member through the Closing in violation of any law, rule or regulation of any governmental authority, excluding any federal, state or local Environmental Laws to the extent such violation does not constitute a breach of the representations and warranties set forth in Section 3.10 above; (f) any pre-closing breach by Sellers liability or claim resulting from any of either the matters disclosed in Schedules 3.3(b), 3.3(c)ii or 3.3(c)(vi) attached hereto (xexcept to the extent that any unpaid or unaccrued taxes referenced therein are accrued for in the September 28, 1996 interim financial statements), or from any of the matters disclosed in Schedules 3.3(c)(i), 3.5(c), 3.6(b), 3.9 (other than with respect to item 26 on Schedule 3.6(a) any Contract assumed by Buyer and the consideration of Velt▇▇ ▇▇▇. pursuant to SECTION 2.6(B) (IIIitem 25 on Schedule 3.6(a)) or (y) any Additional Agreement that constitutes an Assumed Liabilityitems 4, 5 and 6 of Schedule 3.11 attached hereto.

Indemnification by Sellers. Subject From and after the Closing and for the time periods and subject to the limitations and conditions set forth in this Article IX, each Seller and provisions of SECTION 12.4their Affiliates, Sellers agree jointly and severally, agrees to indemnify, defend indemnify and hold harmless Buyer and defend the Buyer's respective , its Affiliates, and Representatives, all of their successors and permitted assigns, and all of their officers, directors, officersmanagers, managers members, shareholders, employees and employees Representatives ("individually, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties"”) from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Damages that are sustained or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Parties arising out of or resulting from any of the following: (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolutebreach of, accrued, contingent or otherwise and whether a contractual or any other type of liability inaccuracy in, any representation or obligation warranty made by the Sellers in this Agreement or claim) not expressly assumed any certificate delivered by Buyer the Sellers pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; hereto; (b) any misrepresentation breach or breach default in performance by the Sellers of the warranties any of Sellers their covenants, agreements, or obligations contained in this Agreement or made any certificate delivered by the Sellers pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with any covenants, agreements Excluded Assets or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; Excluded Liabilities; (d) any employment Liabilities (including without limitation, Liabilities for Taxes), but excluding Assumed Liabilities, of any Seller or any Seller’s Affiliate which (i) are not included in the calculation of Net Working Capital and (ii) arise out of or are related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any the operation of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by the business of Sellers or any Affiliate of Sellers ortheir Affiliates for a period or portions thereof ending prior to the Effective Time; and (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(BClaims set forth on Schedule 9.2(e) (III) or (y) any the “Additional Agreement that constitutes an Assumed LiabilityCovered Claims”).

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article X, each of the Sellers, severally and provisions of SECTION 12.4not jointly, Sellers agree to indemnifyshall indemnify Purchaser and its Affiliates (including, defend for this purpose, the Company) and hold harmless Buyer and Buyer's their respective officers, directors, officersmembers, managers managers, partners, shareholders, trustees, employees, agents and employees representatives ("Buyer the “Purchaser Indemnified Parties"Persons”) from against, and against and in respect shall hold each of them harmless from, any and all Losses, asserted against, Damages incurred or suffered by them resulting to, imposed upon from or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason in any way arising out of or resulting from in connection with the any of the following: (ai) any liability failure of any representation or obligation warranty of such Seller set forth in this Agreement or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent in any of the certificates or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed documents furnished by Buyer such Seller pursuant to SECTION 2.6this Agreement to be true and correct in all respects; and/or (ii) any failure by such Seller to fully perform, arising out of, relating to fulfill or resulting from the businesses of Sellers, comply with any covenant set forth in this Agreement or relating to or resulting from the Assets or the business and operations in any of the Station during the period prior certificates or documents furnished by such Seller pursuant to the Closing Date; this Agreement. (b) any misrepresentation or breach Subject to the other terms and conditions of this Article X, each of the warranties Sellers, severally and not jointly in accordance with each Seller’s Pro Rata Share, shall indemnify the Purchaser Indemnified Persons against, and shall hold each of Sellers contained them harmless from, any and all Damages incurred or suffered by them resulting from or in any way arising out of or made pursuant to any Transaction Document; (c) any noncompliance by Sellers in connection with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply the following: **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Securities and Exchange Commission.

Indemnification by Sellers. Subject Effective upon the Closing and subject to the conditions and other provisions of SECTION 12.4this Article X, Sellers agree to indemnifyeach Seller, defend severally and not jointly, shall defend, indemnify and hold harmless Buyer Buyer, its Affiliates (including, after the Closing, Crude JV) and Buyer's all of their respective managers, partners, directors, officers, managers and employees owners ("collectively, the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Losses, Losses asserted against, resulting tofrom, imposed upon or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Indemnitees as a result of or resulting from arising out of: (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absoluteAggregate Consideration Deficit, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant subject to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Section 2.5(b)(i); (b) any misrepresentation or breach of the warranties of Sellers contained in Seller Fundamental Representations or made pursuant to any Transaction Document; Crude JV Fundamental Representations; (c) any noncompliance by Sellers with breach of any covenantsrepresentation or warranty in Article III, agreements Article IV or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsthe Seller Certificates (other than the Seller Fundamental Representations and the Crude JV Fundamental Representations); and (d) any employment related practicesfailure by such Seller to comply with any covenant or agreement of such Seller contained in this Agreement, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate failure by Crude JV to comply on or prior to Closing with any covenant or agreement of Crude JV contained in this Agreement that is required to be performed by Crude JV on or prior to Closing. For the avoidance of doubt, Sellers or; (e) shall be obligated, severally and not jointly, to indemnify the Buyer Indemnitees pursuant to, and subject to the terms and limitations of, this Article X for any breach by Sellers of any Scheduled Contract; (f) representation or warranty in Article III, Article IV or the Seller Certificates or the failure by Crude JV to comply prior to Closing with any pre-closing breach by Sellers covenant or agreement of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityCrude JV contained in this Agreement.

Indemnification by Sellers. Subject to the other terms and conditions and provisions of SECTION 12.4this Article VI, Sellers agree to shall, jointly and severally, defend, indemnify, defend and hold harmless Buyer Buyer, its Affiliates, and Buyer's their respective shareholders, members, directors, managers, officers, managers and employees ("Buyer Indemnified Parties") from and against against: (a) all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys’ fees and disbursements (collectively, a “Loss”), arising from or relating to any inaccuracy in respect or breach of any of the representations or warranties of either Seller contained in this Agreement or any document delivered in connection herewith; (b) any Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by either Seller pursuant to this Agreement or any document delivered in connection herewith; or (c) the amount of any imputed underpayment (as described in Section 6225 of the Code) imposed on the Company and all Lossesallocable to any Seller or attributable to the Controlling Interest during taxable years, asserted againstor portions thereof, resulting towhen Sellers owned the Controlling Interest (the “Seller Ownership Period”), or any other income tax assessment imposed upon on the Company under any similar provision of state or incurred by local law and allocable to the Buyer Indemnified PartiesSellers or attributable to the Controlling Interest during the Seller Ownership Period. For purposes of this Agreement, “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellerscontract, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityotherwise.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this Article VIII, each of Asset Sellers agree to and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ will jointly and severally indemnify, defend and hold harmless Buyer and Buyer's respective ’s officers, directors, officersmanagers, managers members, employees, agents, Affiliates and employees Subsidiaries, including officers and directors of any Affiliate or Subsidiary of Buyer ("collectively, the “Buyer Indemnified Parties") ” and together with the Seller Parties, the “Indemnitees”), after the Closing, from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or Losses incurred by Buyer Parties to the Buyer Indemnified Partiesextent such Losses are based upon, directly or indirectly, by reason arise out of or resulting from relate to (a) a breach of any liability representation or obligation warranty of any Seller set forth in this Agreement or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or in any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Transaction Documents, (b) any misrepresentation failure to perform or breach comply with any of the warranties covenants of Sellers contained set forth in this Agreement or made pursuant to in any of the Transaction Document; Documents, (c) any noncompliance by Sellers with any covenantsExcluded Liabilities, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practicesand all Taxes for which Seller is responsible pursuant to this Agreement or for which Seller is otherwise responsible under any applicable Law. Notwithstanding anything else in this Agreement, policies, Contracts, decisions, actions or omissions by Sellers with respect to any the covenant in Section 5.6(d)(iv) regarding Sellers’ obligation to provide COBRA continuation coverage, to the extent that Buyer or its Affiliates become responsible for providing such COBRA continuation coverage, each of Sellers' employees the Asset Sellers and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ will jointly and severally indemnify, defend and hold harmless Buyer or former employees or otherwise with respect its Affiliates for the actual cost of group health plan benefit claims without regard to any employee benefit plan timing limitation or arrangement sponsored or maintained the limitations imposed by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilitySection 8.7.

Indemnification by Sellers. Subject The Sellers jointly and severally covenant and agree with the Purchaser to indemnify and save harmless the conditions Purchaser and provisions of SECTION 12.4, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") its affiliates from and against and any Claim which may be made or brought against the Purchaser or its affiliates, or which the Purchaser or its affiliates may suffer or incur in respect of any and all Lossesof, asserted againstas a result of, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from arising out of: (a) any liability nonfulfillment of any covenant or obligation agreement on the part of or claim against Buyer Indemnified Parties (whether absolutethe Sellers, accrued, contingent or otherwise and whether a contractual or any one or more of them, contained in this Agreement, the Side Agreement and the Intellectual Property Agreement; (b) any inaccuracy in or breach of any representation or warranty of the Sellers, or any one or more of them, contained in this Agreement, the Side Agreement and the Intellectual Property Agreement; (c) any debts and liabilities of the Corporations for Taxes (i) with respect to any taxable period (or portion thereof) of any of the Corporations (or any predecessor) ending on or before the Closing Date; (ii) of any member of an affiliated, consolidated, combined, or unitary group (other type than the Corporations) of which any of the Corporations (or any predecessor) is or was a member on or prior to the Closing Date by reason of the liability or obligation or claim) not expressly assumed by Buyer of any of the Corporations pursuant to SECTION 2.6United States Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, arising out oflocal, relating Mexican or other foreign law; and (iii) allocable to the Sellers pursuant to Section 8.9(f), but only to the extent that such Taxes are in excess of amounts reserved therefor in the Closing Date Balance Sheet; (d) any Remedial Requirement associated with the presence or migration of any Hazardous Substance resulting from the businesses of Sellers, Seller's use or relating to or resulting from the Assets or the business and operations occupation of the Station during the period Real Property prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant Claims resulting from or relating to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Office Products Long Term Incentive Plan.

Indemnification by Sellers. Subject to From and after the conditions Closing, Sellers, DMI and provisions of SECTION 12.4, Sellers agree to indemnify, defend DMR shall jointly and severally indemnify and hold harmless Buyer CrossAmerica and Buyer's its affiliates and each of their respective directors, officers, managers partners, stockholders, managers, members, representatives, employees and employees agents ("Buyer collectively, the “CrossAmerica Indemnified Parties") ”), from and against any liability, loss, damage, judgment, fine, penalty, demand, settlement, claim, cost or expense (including, without limitation, expenses of investigation and in respect defense and reasonable fees and disbursements of counsel), Liens (except Permitted Liens) or other obligations of any and all nature whatsoever (collectively, “Losses”), asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason any of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise them and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of from: (a) any breach or inaccuracy in any representation or warranty by Sellers, DMI or relating DMR set forth in this Agreement (or any certification contained in a certificate delivered pursuant to this Agreement) (without, in each case, giving effect to any materiality or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; Material Adverse Effect qualifiers); (b) any misrepresentation breach by Sellers, DMI or breach DMR of the warranties any of Sellers contained their covenants or agreements set forth in or made pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with claim, action, suit, proceeding or investigation of any covenantskind, agreements at law or undertakings of Sellers contained in equity, arising from acts, omissions, events or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions other conditions that occurred or omissions by Sellers existed with respect to any of Sellers' employees the Locations or former employees other Assets at any time prior to the Closing Date for such Location or otherwise with respect to any employee benefit plan Asset (whether commenced before or arrangement sponsored after the Closing Date and whether or maintained by Sellers or any Affiliate of Sellers not disclosed in the Diligence Report); (d) the Excluded Assets; or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Excluded Liabilities.

Indemnification by Sellers. Subject From and after the Closing, subject to the other terms and conditions of this Article IX, each Seller (x) severally (and provisions of SECTION 12.4not jointly and severally) with respect to Section 9.02(a) and Section 9.02(c) and (y) severally and jointly (in accordance with their respective Post-Closing Percentage) with respect to Section 9.02(b), Sellers agree to indemnifySection 9.02(d) and Section 9.02(e), defend shall indemnify Purchaser, the Company, their respective Affiliates (but excluding any Seller), and hold harmless Buyer and Buyer's their respective directors, managers, officers, managers equityholders, employees, successors and employees assigns ("Buyer but excluding, in each case, any Seller) (collectively, the “Purchaser Indemnified Parties"”) against, and shall hold Purchaser harmless from and against against, and in respect of pay to the applicable Purchaser Indemnified Parties the amount of, any and all Lossesactual Losses incurred or sustained by, asserted againstor imposed upon, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Purchaser based upon, arising out of, relating with respect to or resulting from the businesses by reason of: (a) any inaccuracy in or breach of Sellers, or relating to or resulting from the Assets or the business and operations any of the Station during the period prior to the Closing Date; Seller Fundamental Representations by such Seller; (b) any misrepresentation inaccuracy in or breach of any of the warranties of Sellers contained in or made pursuant to any Transaction Document; Company Fundamental Representations by the Sellers; (c) any noncompliance breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers with any covenants, agreements or undertakings such Seller (and not all of Sellers contained in or made the Sellers) pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; this Agreement; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers the claims set forth in Schedule 9.02(d) (the “Specified Matters”); or; (e) any breach by Sellers Taxes resulting from the specified Tax matters set forth on Schedule 9.02(e), provided, that any claim for indemnity under this Section 9.02(e) shall be made prior to sixty (60) days after the expiration of any Scheduled Contract; the applicable Tax statute of limitations with respect to the relevant taxable period (f) any pre-closing breach by Sellers including all periods of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) extension, whether automatic or (y) any Additional Agreement that constitutes an Assumed Liabilitypermissive).

Indemnification by Sellers. Subject to the terms and conditions and provisions of SECTION 12.4this Article VIII, if the Closing occurs, Sellers agree to jointly and severally shall indemnify, defend defend, and hold harmless Buyer Buyers and Buyer's their Affiliates, and its and their respective directorsRepresentatives (including each of the foregoing Person’s successors and permitted assigns) (collectively, officers, managers and employees ("the “Buyer Indemnified Parties") ”), from and against against, for and in respect of the full amounts (including any accrued interest) of, and shall pay and reimburse each of them for, any and all LossesLosses suffered, asserted againstsustained, resulting to, imposed upon incurred or incurred required to be paid at any time from and after the Closing by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6the extent based upon, arising out of, relating to or resulting from the businesses or because of: (a) any breach or inaccuracy of Sellers, or relating to or resulting from the Assets or the business and operations any of the Station during the period prior to the Closing Date; Seller Surviving Representations; (b) any misrepresentation breach or breach default in, or failure of any Seller to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under this Agreement, the warranties Closing Documents or any other certificate or instrument delivered by or on behalf of Sellers contained in or made any Seller pursuant to any Transaction Document; this Agreement; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; Excluded Liability; (d) as provided by Section 5.13(c)(B), any employment related practices, policies, Contracts, decisions, actions uncured breach or omissions default by Sellers with respect to any Seller of Sellers' employees any Real Property Lease or former employees Third Party Lease that is disclosed in a Lease Estoppel or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers orSeller Estoppel; and (e) any breach by Sellers enforcement of this Article VIII resulting from the failure of any Scheduled ContractSeller to indemnify any Buyer Indemnified Party in accordance with the terms hereof; (f) provided, that in no event will Sellers have any pre-closing breach by Sellers of either (x) indemnification obligations under this Article VIII, from and after the Environmental Liability Assumption Date for any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed LiabilityEnvironmental Liabilities.

Indemnification by Sellers. Subject (a) After the Closing, subject to the conditions and other provisions of SECTION 12.4this Article X, the Sellers agree to indemnify, defend and holders of Options shall indemnify and hold harmless Buyer Purchaser and Buyer's respective its officers, directors, officersemployees and Affiliates (collectively, managers and employees ("Buyer “Purchaser Indemnified Parties"”) from and against any costs, liabilities, losses, claims, actions, judgments, cause of action, expenses or damages (excluding punitive damages unless obtained by a third party, but including reasonable attorney’s fees and in respect of any and all cost) (“Losses, asserted against, resulting to, imposed upon ”) that Purchaser incurs or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason suffers arising out of or resulting from (ai) any liability breach of any representation or obligation warranty by Holdings contained in Article IV of this Agreement, other than the representations or claim against Buyer warranties set forth in Section 4.10 (except for those set forth in Sections 4.10(e)(i), (ii) and (iv) and Section 4.10(g)) or (ii) the breach by Holdings or the Stockholders Representative (in its capacity as such) of any agreement or covenant of Holdings or the Stockholders Representative, respectively, contained in this Agreement or (iii) the matters set forth on Schedule 10.2(a)(iii). (b) After the Closing, subject to the other provisions of this Article X, each Seller, to the extent any such Losses (except as noted below) are not satisfied from the Escrow Funds, shall indemnify and hold harmless Purchaser and the Purchaser Indemnified Parties (whether absolute, accrued, contingent or otherwise from and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, against all Losses arising out of, relating to of or resulting from (i) the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the such Seller’s representations or warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance severally by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers such Seller with respect to any of Sellers' employees themselves in Article III or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (eii) any the breach by Sellers such Seller of any Scheduled Contract; (f) any pre-closing breach by Sellers agreement or covenant of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) such Seller contained in this Agreement other than the covenants in Sections 2.1, 6.4, 6.7, 6.8, 6.15 or (y) any Additional Agreement that constitutes an Assumed Liability6.

Indemnification by Sellers. Subject (a) Effective upon the Closing and subject to the conditions and provisions of SECTION 12.4Sections 10.1 and 10.4 and the other Sections of this Article 10, Sellers agree to indemnifyeach Seller shall, defend severally and not jointly, defend, indemnify and hold harmless Buyer the Partnership, Buyer, their respective Affiliates and Buyer's all of their respective managers, partners, directors, officers, managers and employees owners ("collectively, the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all Losses, Losses (up to but not exceeding the amount of the Aggregate Consideration received by such Seller) asserted against, resulting tofrom, imposed upon or incurred by any of the Buyer Indemnified Parties, directly or indirectly, by reason Indemnitees as a result of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; : (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers such Seller of the Seller Title Representations; and (ii) any failure by such Seller to comply with any covenant or agreement of such Seller contained in this Agreement, whether or not any such failure was discovered or known before or after Closing. (b) Effective upon the Closing and subject to the provisions of Sections 10.1 and 10.4 and the other Sections of this Article 10, each Seller shall, jointly and severally, defend, indemnify and hold harmless the Buyer Indemnitees from and against all Losses asserted against, resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of or arising out of: (i) any breach of the Company Title Representations; (ii) any breach of any Scheduled Contractof the representations or warranties contained in Article 4 of this Agreement other than the Company Title Representations (for which indemnity is provided pursuant to Section 10.3(b)(i)); and (fiii) any pre-closing breach failure to obtain any Release pursuant to Section 6.6(b) and any Claim for indemnification by Sellers a current or former manager, director, employee or officer of either FrontStreet Company related to or arising out of or based upon such director’s or officer’s activities as such prior to the Closing, whether such Claim is made under the Organizational Documents of either FrontStreet Company, under any Contract or otherwise. (xc) Effective upon the Closing and subject to the provisions of Sections 10.1 and 10.4 and the other Sections of this Article 10, ASC shall defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of or arising out of: (i) any Contract assumed by Buyer Aggregate Consideration Deficit; (ii) any Third-Party Debt (other than Third-Party Debt incurred to fund Required Capital Expenditures), Expenses, Change of Control Amounts and Severance Adjustment Amounts that do not result in a reduction in the Aggregate Consideration pursuant to SECTION 2.6(B) Section 2.3; and (III) or (yiii) any Additional Agreement that constitutes an Assumed LiabilityBuyer Indemnified Taxes.

Indemnification by Sellers. Subject From and after the Closing, subject to the conditions limitations set forth in Section 7.2(c), the Sellers shall, and provisions shall cause each of SECTION 12.4their respective Affiliates to, Sellers agree to jointly and severally, indemnify, defend and hold harmless Buyer the Buyers and Buyer's each of their respective Affiliates, and each of their respective directors, officers, managers employees, partners, equity holders and employees agents and other representatives ("the “Buyer Indemnified Parties"Indemnitees”) from and against and in respect of any and all LossesDamages incurred or suffered by any Buyer Indemnitee arising out of or in connection with (i) any inaccuracy or breach (as of the date hereof or as of the Closing Date) of any of the Specified Representations made by Sellers in this Agreement, asserted against(ii) any breach of any covenant or agreement made by Sellers in this Agreement, resulting toor (iii) the Excluded Liabilities (including any Misallocated Asset/Liability as finally allocated to the Excluded Liabilities in accordance with Section 7.1, imposed upon (iv) the ownership or incurred operation of the Excluded Assets, (v) non-compliance, if any, with the provisions of the Bulk Sales Act (Ontario), or (vi) non-compliance, if any, with the provisions of Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provision under any other applicable provincial or territorial Tax legislation, to the extent that the Damages suffered by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) Indemnitees do not expressly assumed by Buyer pursuant also relate to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers Parent of any Scheduled Contract; (f) representation, warranty, covenant or obligation contained in this Agreement or any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Ancillary Agreements.

Indemnification by Sellers. Subject to the conditions From and provisions of SECTION 12.4after Closing, Sellers agree to indemnify, defend each Seller shall jointly and severally indemnify and hold harmless Buyer Buyer, its Affiliates, officers and Buyer's respective directors, officersemployees, managers agents, and employees representatives, and any Person claiming by or through any of them, as the case may be ("each, a “Buyer Indemnified Parties") Indemnitee”), from and against and in respect of any and all LossesLosses arising out of or resulting from: (a) any representations and warranties made by either Seller in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate; (b) any failure by either Seller to perform any of its covenants, asserted againstagreements, resulting toor obligations in this Agreement; (c) the activities and operations of either Seller prior to Closing; (d) the employment by either Seller of, imposed upon or incurred by services rendered to it by, any finder, broker, agency, or other intermediary, in connection with the Buyer Indemnified Partiestransactions contemplated hereby, directly or indirectlyany allegation of any such employment or services; (e) any Excluded Assets or Excluded Liabilities; (f) Taxes of either Seller; and (g) any New Store Expenses. If, by reason of or resulting from (a) the claim of any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, third party relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees the matters subject to such indemnification, an Encumbrance, attachment, garnishment, or former employees execution is placed or otherwise with respect made upon any of the properties or assets owned or leased by Buyer, in addition to any employee benefit plan indemnity obligation of each Seller under this Section 8.1, each Seller shall be jointly and severally obligated to furnish a bond sufficient to obtain the prompt release of such Encumbrance, attachment, garnishment or arrangement sponsored or maintained by Sellers or any Affiliate execution within five days from receipt of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitynotice relating thereto.

Indemnification by Sellers. Subject (a) From and after the Effective Time, subject to the conditions and other provisions of SECTION 12.4this Article X and Section 9.1, the Sellers agree to indemnifyin accordance with their respective Pro Rata Share in the case of Section 10.1(a)(i), defend and Andrey Ogandzhanyants, in the case of Section 10.1(a)(ii) (as applicable, the “Indemnifying Parties”) shall indemnify and hold harmless Buyer Parent, Merger Sub, the Surviving Company, and Buyer's each of their respective Affiliates and its and their respective officers, directors, officersmanagers, managers and employees employees, agents or representatives of each of the foregoing ("Buyer collectively, the “Parent Indemnified Parties"”) against any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to: (i) a percentage (the “Contribution Percentage”) of any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to the Match Litigation (the “Match Damages”), as follows; (A) in respect of the first $20,000,000 of Match Damages, the Contribution Percentage shall be 100%; (B) in respect of the next $80,000,000 of Match Damages, the Contribution Percentage shall be 70%; and (C) in respect of the next $300,000,000 of Match Damages, the Contribution Percentage shall be 50%, in each case only to the extent that a Match Resolution has not been achieved prior to the Measurement Time; and (ii) any and all Damages suffered or incurred by any Parent Indemnified Party as a result of, in connection with, or arising out of or relating to the Quack Restructuring. (b) Any and all indemnification payments required to be made to Parent Indemnified Parties in accordance with Section 10.1(a)(i) shall be made solely from the Match Indemnification Holdback Amount and/or by withholding or setting off against any Earn-Out Payment pursuant to Section 2.14(i) (it being understood that the right of set-off against any Earn-Out Payment is on a Seller by Seller basis). (c) If and against to the extent an indemnification payment is required to be made pursuant to Section 10.1(a)(i), Parent shall provide notice of such payment to the Seller Representative no later than five (5) Business Days after the determination of such indemnification payment as provided in this Article X and such payment shall reduce on a dollar-for-dollar basis the then outstanding amount of the Match Indemnification Holdback Amount. Notwithstanding anything to the contrary herein, if in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant payment required to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or be made pursuant to Section 10.1(a)(i) the amount of the remaining balance of the Match Indemnification Holdback Amount on the date that any Transaction Document; such indemnification payment is to be made to the Parent Indemnified Parties is insufficient to cover the total amount of such indemnification payment (csuch deficiency between the amount in the Match Indemnification Holdback Amount and the total amount of the indemnification payment, the “Deficiency Amount”), then the Parties acknowledge and agree that (i) (A) the amount of any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made Earn-Out Payment that is due and payable pursuant to Section 2.14 shall be reduced by the amount of such Deficiency Amount and (B) if any Transaction Document including without limitation any failure Deficiency Amount remains outstanding following the reduction of such Earn-Out Payment to comply zero in accordance with applicable Bulk Sales laws; the foregoing clause (d) any employment related practicesA), policies, Contracts, decisions, actions or omissions by Sellers with respect then (to any the extent the obligations of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer the Parties under Section 2.14 have not ceased pursuant to SECTION 2.6(BSection 2.14(h)) (III) the “Maximum Earn-Out Payment” shall be reduced by the amount of such outstanding Deficiency Amount that so remains, or (yii) any Additional Agreement that constitutes an Assumed Liabilityif no Earn-Out Payment is then due and payable pursuant to Section 2.14, then (to the extent the obligations of the Parties under Section 2.14 have not ceased pursuant to Section 2.14(h)) the “Maximum Earn-Out Payment” shall be reduced by the amount of such Deficiency Amount.

Indemnification by Sellers. Subject to the other terms and conditions of this Article 6, (a) each Seller shall, severally and provisions not jointly, indemnify and defend each of SECTION 12.4Buyer, Sellers agree to indemnifyand its Affiliates (including the Company), defend and hold harmless Buyer and Buyer's any of their respective officers, directors, officersmanagers, managers employees, agents, stockholders or members (each, a “Buyer Indemnitee”) against, and employees ("Buyer Indemnified Parties") shall hold each of them harmless from and against against, and in respect shall pay and reimburse each of them for, any and all LossesLosses incurred or sustained by, asserted againstor imposed upon, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Indemnitees based upon, arising out of, relating with respect to or resulting by reason of, without duplication: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article 2 (other than the Fundamental Representations in Article 2); (ii) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in the Fundamental Representations in Article 2; (iii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement; and (iv) the claims released by such Seller and its Affiliates pursuant to Section 5.9; (b) each Seller shall, severally and not jointly, indemnify and defend each of the Buyer Indemnitees against, and shall hold each of them harmless from the businesses and against, and shall pay and reimburse each of Sellersthem for, any and all Losses incurred or sustained by, or relating imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or resulting from by reason of, without duplication: (i) any inaccuracy in or breach of any of the Assets representations or warranties of the Sellers or the business Seller Representative contained in this Agreement (other than Fundamental Representations in Article 3 and operations other than the representations and warranties of the Station during Sellers contained in Article 2) or in any certificate or statement delivered by the period Sellers Representative pursuant to this Agreement; (ii) any inaccuracy in or breach of any of any Fundamental Representation in Article 3; (iii) any and all Pre-Closing Taxes; (iv) any Transaction Expenses; and (v) any Funded Indebtedness incurred, or pursuant to Contracts entered into by the Company, prior to the Closing. Notwithstanding any provision to the contrary in this Agreement, no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to this Section 6.2 or any other provision of the Agreement for any Losses attributable to Taxes: (i) resulting from any transaction of the Company occurring on the Closing Date but after the Closing (other than in the Ordinary Course of Business); (ii) to the extent such Taxes are reflected in the Price Components set forth in the Estimated Purchase Price Statement or the Purchase Price Statement, as applicable; or (iii) of Buyer, the Company or any Subsidiary thereof (A) attributable to any taxable period (or portion thereof) beginning after the Closing Date; , or (bB) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any taxable period (or portion thereof) beginning on or before the Closing Date and ending after the Closing Date, attributable to the portion of Sellers' employees or former employees or otherwise such taxable period deemed to begin after the Closing Date in accordance with Section 7.1. Except as set forth in this Section 6.2, no Seller shall have any responsibility to indemnify any Buyer Indemnitee with respect to Tax liabilities. For purposes of this Section 6.2, all representations and warranties shall be read for purposes of determining whether an inaccuracy or breach has occurred and for purposes of determining the amount of Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of such inaccuracy or breach, without regard to any employee benefit plan or arrangement sponsored or maintained by Sellers qualifications as to Material Adverse Effect, materiality or any Affiliate of Sellers or; correlative term contained in any such representations and warranties (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant except for the reference to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability“Material Adverse Effect” in Section 3.5(ii)).

Indemnification by Sellers. Subject to (a) From and after the conditions Closing, each of the Sellers, jointly and provisions of SECTION 12.4severally, Sellers agree to indemnifyshall defend, defend reimburse, indemnify and hold harmless Buyer each of the Purchasers and Buyer's respective its shareholder, directors, officers, managers employees and employees agents, (each such person being referred to as a "Buyer Indemnified PartiesSeller Indemnifier Party") from and against and in respect of: (i) Any and all liabilities and obligations of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out ofnature whatsoever, relating to or resulting from ISG and/or the businesses Business that accrue prior to the Closing and are not assumed by Purchasers in accordance with the terms of Sellersthis Agreement. (ii) Any and all actions, suits, claims, or relating legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party, including but not limited to claims made by any regulatory agency (each a "Proceeding"), to the extent that any such Proceeding pertains to any occurrence, action, inaction or resulting from the Assets or the business and operations of the Station during the period transaction occurring prior to the Closing Date; . (iii) Any and all damages, losses, deftciencies, liabilities, costs and expenses incurred or suffered by any Seller Indemnified Party that result from, relate to or arise out of (A) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of any of the Sellers under this Agreement or from any misrepresentation in or omission from any certificate, response to due diligence, schedule, statement, document or instrument furnished by any of the Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement or (B) the information set forth on Schedule 4.11(b) to the extent that such information pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (iv) Any claim by any former officer, employee, or creditor of the Business to the extent that any such claim pertains to any occurrence, action, inaction or transaction occurring prior to the Closing Date. (v) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 7.1. (vi) Any and all matters for which indemnification is lo be provided by NBS or any other "Seller" under the NBS Purchase Agreement. (b) Notice must be given within a reasonable time after discovery of any misrepresentation fact or breach bcircumstance on which a Seller Indemnified Party could claim indemnification ("Claim" or "Claims"). The notice shall describe the nature of the warranties Claim, if the Claim is determinable, the amount of the Claim, or if not determinable, an estimate of the amount of the Claim. Each Seller Indemnified Party agrees to use its reasonable best efforts to minimize the amount of the loss or injury for which it is entitled to indemnification. The Sellers contained in shall at all times have the primary obligation of defending any Claim and shall pay all costs and attorneys' fees associated therewith whether or made pursuant not the action is brought directly against a Seller Indemnified Party. The Seller Indemnified Party shall have the right to any Transaction Documentselect counsel to defend the Claim; provided that the identity of such counsel is acceptable to Sellers and Sellers do not unreasonably withhold their consent to such selection. Notwithstandfing the foregoing, each Seller Indemnified Party shall be entitled, at its cost and expense, to have counsel of its own choosing assume the defense of such Claim against lt. (c) any noncompliance by Sellers with any covenantsNo Claim for which indemnification is asserted shall be settled or compromised without the written consent of the Seller Indemnified Party, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; and such consent shall not be unreasonably withheld. (d) any employment related practicesA Claim shall be deemed finally resolved in the event a matter is submitted to a court, policies, Contracts, decisions, actions or omissions upon the entry of judgment by Sellers with respect to any a court of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilityfinal uthority.

Indemnification by Sellers. (a) Subject to the conditions and provisions of SECTION 12.4Section 11.5 hereof, Sellers hereby agree to indemnify, defend indemnify and hold harmless Buyer Purchaser and Buyer's respective its directors, officers, managers employees, Affiliates, agents, successors and employees ("Buyer Indemnified Parties") permitted assigns harmless from and against and in respect of against: (i) any and all losses, liabilities, obligations, damages, costs and expenses (individually, a "Loss" and, collectively, "Losses") based upon, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating attributable to or resulting from the businesses breach of any covenant or other agreement on the part of any Seller under this Agreement; (ii) any and all Losses based upon or arising directly from any Excluded Asset or any Excluded Liability; (iii) any Losses based upon or arising directly out of any Purchased Asset or Sellers, or relating to or resulting from the Assets or the business and operations ' operation of the Station during the period Business prior to the Closing DateDate other than any liabilities arising prior to the Closing Date that are Assumed Liabilities; and (iv) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to the foregoing. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers Loss upon becoming aware of any Scheduled Contract; (f) any pre-closing event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach by Sellers of either (x) any Contract assumed by Buyer pursuant which gives rise to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Loss.

Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4this Article, the Sellers agree to jointly and severally, indemnify, defend and hold harmless Buyer the Shareholders, Series A Holder and Buyer's respective directorsChampion and their Affiliates, parents, stockholders, subsidiaries, officers, managers directors, employees, agents, successors and employees assigns ("Buyer the “Champion Indemnified Parties") Persons”), harmless from and against and in respect of any and all LossesLosses that any Champion Indemnified Person may suffer, asserted againstsustain, resulting to, imposed upon incur or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason become subject to arising out of or resulting from due to: (a) the non-fulfillment of any liability covenant, undertaking, agreement or other obligation of Acies or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing DateSellers under this Agreement or; (b) any misrepresentation action taken by Acies or breach Sellers and/or the operations of Acies prior to Closing that materially adversely impact the warranties of Sellers contained in or made pursuant to any Transaction Documenttransaction contemplated by this Agreement; (c) any noncompliance by known misstatement, breach of or inaccuracy of any material representation of Acies or Sellers with any covenants, agreements in this Agreement; or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any the breach by Sellers of any Scheduled Contract; representation, warranty or covenant of Acies or Sellers in this Agreement provided however, that the Sellers will not be liable under clause (fd) any pre-closing breach by of this Section 9.2 unless the aggregate amount of Losses exceeds the Threshold, in which event Sellers shall be liable for all Losses up to, including and exceeding the amount of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liabilitythe Threshold.

Indemnification by Sellers. (a) Subject to the terms and conditions of this Article 6, Sellers, jointly and provisions of SECTION 12.4severally (but in any event subject to Section 6.4(d) below), Sellers agree to will indemnify, defend and hold harmless Buyer, the Company, each of their respective Subsidiaries, Affiliates, and successors and assigns (the “Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties"Indemnitees”) from and against and in respect the entirety of any and all LossesAdverse Consequences that any Buyer Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or provided that an indemnification claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer with respect to such Adverse Consequence is made pursuant to SECTION 2.6this Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to to, in the nature of, or resulting from caused by (i) any breach or inaccuracy of any representation or warranty made in Article 3 or (ii) any breach of any covenant or agreement of the businesses of Company or the Representative in this Agreement. (b) Sellers, jointly and severally, agree that they shall (but in any event subject to Section 6.4(d) below) pay and otherwise fully satisfy and discharge all Designated Excluded Liabilities, and shall (but in any event subject to Section 6.4(d) below) indemnify, defend and hold all Buyer Indemnitees harmless from, and shall (but in any event subject to Section 6.4(d) below) reimburse all Buyer Indemnitees for, all Adverse Consequences that any Buyer Indemnitee may suffer or relating incur in connection with any Designated Excluded Liabilities. (c) Subject to the terms and conditions of this Article 6, each Seller, severally and not jointly, will indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or resulting from incur (including any Adverse Consequences they may suffer or incur after the Assets or the business and operations end of the Station during the period any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the Closing Date; end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (ei) any breach by Sellers or inaccuracy of any Scheduled Contract; representation or warranty made by such Seller in Section 2.1 or (fii) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) covenant or (y) any Additional Agreement that constitutes an Assumed Liabilityagreement of such Seller in this Agreement.

Indemnification by Sellers. Subject to the conditions terms of this Article 7, T▇▇ ▇▇▇▇▇▇▇▇ severally, and provisions of SECTION 12.4each other Seller, Sellers agree to indemnifyseverally and jointly, defend indemnifies and hold harmless holds Buyer and Buyer's its Affiliates and each of their respective officers, directors, officersshareholders, managers managers, members, employees, agents, Representatives, successors and employees permitted assigns ("each a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties"”) from and harmless against and in respect of any and all Losses, asserted againstwhich such Buyer Indemnified Party has suffered, resulting toincurred or become subject to arising out of, imposed based upon or incurred otherwise in respect of: 7.1.1 any breach or inaccuracy of any representation or warranty made by such Seller or by the Buyer Indemnified PartiesCompany in Article 2 and Article 3, directly as applicable, of this Agreement or indirectlyany Transaction Document; 7.1.2 any breach, by reason non-compliance or non-fulfillment of any covenant or resulting from obligation of the Company or Sellers under this Agreement or any Transaction Document; 7.1.3 (a) any liability or obligation Taxes of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual the Company or any other type Company Subsidiary with respect to any Pre-Closing Tax Period; (b) any Taxes of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6Sellers (including, without limitation, capital gains Taxes arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations as a result of the Station during Transaction) or any of their Affiliates for any Tax period; (c) any Taxes for which the period prior to Company or any of the Company Subsidiaries (or any predecessor of the foregoing) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions Taxes imposed on or omissions payable by Sellers third parties with respect to which the Company or any Company Subsidiary has an obligation to indemnify such third party pursuant to a transaction consummated on or prior to the Closing; and (e) any Taxes, interest or penalties, in any case, imposed under or by operation of Sellers' employees or former employees Code Section 409A (including via any state law) upon payments made in satisfaction of or otherwise with respect to any employee benefit plan awards granted pursuant to the RSU Plan, in any case, that are paid or arrangement sponsored or maintained reimbursed by Sellers Parent, the Company or any Affiliate of Sellers or; their Affiliates; 7.1.4 (ei) any breach by Sellers Transaction Expenses to the extent not taken into account for purposes of any Scheduled Contract; determining the Closing Date Purchase Price pursuant to Section 1.4 or (fii) any pre-closing breach by Sellers of either Related Party Note (x) any Contract assumed provided that the Note Repayment Amounts paid by Buyer pursuant to SECTION 2.6(BSection 1.3 shall not be deemed Losses for purposes of this Section 7.1.4); 7.1.5 any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Sellers or any of its respective agents or Representatives or, prior to the Closing, the Company or any of its agents or Representatives; 7.1.6 to the extent arising or relating to the period on or prior to the Closing, any misclassification of any current or former service provider as employed or self-employed, employees or independent contractors and as exempt or non-exempt; to the extent arising or relating to the period on or prior to the Closing; and 7.1.7 any (i) (III) construction defect or related claims with respect to any Legacy Home sold, or (yii) construction work completed or performed by or under the direction of the Company, any Additional Agreement that constitutes an Assumed LiabilityCompany Subsidiary or any of their respective Affiliates, in each case, at any time on or prior to the Closing. For purposes of determining whether a breach or inaccuracy of a representation or warranty or a covenant or agreement has occurred and for purposes of calculating the amount of Losses to which any Buyer Indemnified Party is entitled under this Article 7, the terms “material,” “Material Adverse Effect,” similar qualifiers or monetary qualifiers to similar effect shall be disregarded, except for the use of the defined term “Material Adverse Effect” in Section 3.7 or Section 3.10 and the use of the word “Material” in the defined term “Material Contract” as defined in Section 3.12, which shall not be disregarded.

Indemnification by Sellers. Subject to the terms, conditions and provisions limitations of SECTION 12.4this ARTICLE VII, Sellers agree to indemnifyfollowing the Closing, defend and hold harmless Buyer and Buyer's each of its Affiliates, and each of their respective directorssuccessors, assigns, officers, managers directors, managers, members, partners, equityholders, employees, Representatives and employees agents, shall be indemnified: ("Buyer Indemnified Parties"a) by the Sellers, severally (and not jointly), from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon Loss suffered or incurred by any such Indemnified Person resulting from any breach of any representation or warranty of such Seller contained in ARTICLE III of this Agreement; (b) by the Buyer Sellers, severally (and not jointly), from and against any Loss suffered or incurred by any such Indemnified PartiesPerson resulting from the breach of any post-Closing covenant of such Seller contained in this or any other Transaction Document to which such Seller is a party; (c) by the Sellers, directly or indirectlyjointly and severally, by reason of from and against any Loss arising or resulting from or based upon any breach of any representation or warranty regarding the Acquired Companies contained in ARTICLE IV of this Agreement as of the Closing Date; (d) by the Sellers, jointly and severally, from and against any Loss arising or resulting from or based upon any bonuses payable to any employees or independent contractors of any of the Acquired Companies and triggered by the Closing; and (e) by the Sellers, jointly and severally, from and against any Loss arising or resulting from or based upon any misclassification of any Person providing services to any of the Acquired Companies as independent contractors as opposed to “employees” for purposes of the Code and the treasury regulations promulgated thereunder. provided that (x) there shall be no indemnification Liability under clause (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; clause (c) any noncompliance above, unless (1) the Loss related to each individual claim or series of related claims arising thereunder for which indemnification Liability would, but for this proviso, exist exceeds Twenty Thousand Dollars ($20,000), and (2) the aggregate of all Losses arising under clause (a) or clause (c) above for which indemnification Liability would, but for this proviso, exist exceeds an amount equal to One Hundred Thirty-Five Thousand Dollars ($135,000), after which time only such Losses in excess of such amount will be recoverable by Sellers with any covenants, agreements the Indemnified Parties and (y) the aggregate Liability under clause (a) or undertakings of Sellers contained clause (c) above shall in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales lawsno event exceed Two Million Seven Hundred Thousand Dollars ($2,700,000); (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either provided further that the limitations set forth in clauses (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or and (y) above shall not apply to any Additional Agreement that constitutes an Assumed LiabilityLoss arising from actual fraud or intentional misrepresentations or from a breach of Section 3.1 (Power and Authorization), Section 3.3 (Capital Stock), Section 4.1 (Organization; Qualification; Corporate Power and Authorization), Section 4.2(a) (Capitalization) (sentences one and two only), Section 4.9 (Tax Matters), Section 4.15 (Employee Plans), and Section 4.21 (Broker Fees) (collectively, the “Fundamental Representations”). Notwithstanding anything herein to the contrary, except in the case of actual fraud, the aggregate liability of the Sellers under this Section 7.1 shall in no event exceed the Purchase Price.