Common use of Indemnification by the Seller Parties Clause in Contracts

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX, the Seller Parties, jointly and severally, shall indemnify and hold harmless the Purchaser and its Affiliates, parents, subsidiaries, officers, directors, employees, agents, independent contractor salespersons, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoing) (“Losses”), arising out of or resulting from (i) any or all misrepresentations or breaches of warranty by the Seller Parties contained herein or in any document delivered hereunder; (ii) the breach of any or all covenants or agreements by the Seller Parties contained herein or in any document delivered hereunder; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX(a) Subject to Sections 7.1, 7.3(b) and 7.6, the Seller PartiesParties shall indemnify, jointly and severally, shall indemnify defend and hold harmless the Purchaser Buyer and its Affiliates, parents, subsidiaries, officers, directors, employees, agents, independent contractor salespersonsAffiliates and the heirs, successors and assigns of the foregoing Persons (collectively, the “Purchaser Buyer Indemnified Parties”, individually, a “Buyer Indemnified Party” and together with the Seller Indemnified Parties, the “Indemnified Parties”) from any and all liabilitiesLosses incurred by or asserted against any of the Buyer Indemnified Parties, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses solely to the extent directly resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoing) (“Losses”), arising out of or resulting from related to (i) any breach of any representation or all misrepresentations or breaches of warranty made by the Seller Parties contained herein in Article III by virtue of its failure to be true and correct (A) on and as of the date hereof, (B) on and as of the Closing Date with the same effect as though made on the Closing Date (other than any such representation or warranty that speaks as of a specific date or time other than the Closing Date) or (C) on and as of the date or time when made, in the case of any document delivered hereunder; representations or warranty that speaks as of a specific date or time other than the Closing Date, (ii) the any breach of any covenant or agreement of the Seller Parties contained in this Agreement, (iii) without duplication of the other provisions of this Section 7.3(a) or Section 5.6, any liability for Covered Taxes, (iv) without duplication of the other provisions of this Section 7.3(a), any of the Producer Legal Actions, (v) the Non-Traditional Insurance Business, the Retained Business, any Liabilities relating to the Seller and its Affiliates, other than (x) those of the Acquired Companies and (y) those related to the Traditional Insurance Business of APNY, (vi) the Reinsurance Dispute (but, for the avoidance of doubt, not for any threatened or actual Legal Action related, directly or indirectly, to the applicable reinsurance company or any of its Affiliates arising after the Closing Date), (vii) all covenants Liabilities under the Benefit Plans, whenever arising, (viii) without duplication of the other provisions of this Section 7.3(a), any Current Employee or agreements other individual employed by or formerly employed by any Acquired Company who does not become a Transferred Employee or any Transferred Employee with respect to his or her employment by the Seller Parties contained herein or in any document delivered hereunder; their Affiliates prior to the Closing Date or (iiiwith respect to affected employees) any Losses as of the Purchaser arising out of or resulting from Delayed Transfer Date, (ix) except as may otherwise be agreed upon by the Parties, the failure of the Seller Parties to comply with obtain any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNESeller Parties’ Required Reinsurer Consents, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships Material Lawsuits in the aggregate in excess of the KNE Lay-Off Employees and Material Lawsuits Reserves, (xi) the termination matter set forth in Section 7.3 of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) the Seller’s Disclosure Schedule and (yxii) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships all Transaction Expenses of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if Seller Parties or the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase PriceAcquired Companies.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX(a) The Seller Parties (collectively, the “Seller Indemnifying Parties”) agree, jointly subject to the other terms and severallyconditions of this Agreement, shall to indemnify and hold harmless defend Buyer and each of its Affiliates (including the Purchaser and its Affiliates, parents, subsidiariesPartnership following the Closing), officers, directors, employeesrepresentatives and agents (each, agents, independent contractor salespersons, successors and assigns (collectively, the a “Purchaser Buyer Indemnified PartiesParty”) from against and hold it harmless to the extent of any and all liabilities, losses, damagesliabilities (including liabilities for Taxes), damages (including diminution in value and loss of rental income), claims, awards, judgments, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation(collectively, defense or settlement of any or all of the foregoing) (“Losses”), ) actually suffered or incurred by a Buyer Indemnified Party arising out of of, in connection with or resulting from (i) the breach of any representation or all misrepresentations warranty of the Seller Parties contained in Article II or breaches expressly set forth in any document delivered by the Seller Parties at or in connection with the Closing pursuant to Section 6.2, (ii) any breach of warranty by any covenant or agreement of the Seller Parties contained herein or in any document delivered hereunder; (ii) the breach of any or all covenants or agreements by the Seller Parties contained herein at or in any document delivered hereunder; connection with the Closing pursuant to Section 6.2, (iii) any Losses Liabilities of the Purchaser Partnership or any Partnership Subsidiary arising out of or resulting from the failure of the Seller Parties accruing based on events occurring solely prior to comply with any applicable bulk sales laws in the United States; Closing, (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liabilityalready included as a Current Liability in the calculation of Closing Adjusted Working Capital and without duplication, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to the Partnership or the Partnership Subsidiaries for any Pre-Closing Tax Period and period before the unpaid Closing, or (B) any liability of the Partnership or the Partnership Subsidiaries for the Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (the Partnership or any similar Laws), as Partnership Subsidiary) by reason of being a transferee or successorsuccessor to such Person or otherwise by operation of law prior to the Closing; or (v) any uninsured damage to, by contractdestruction or loss of any asset or property of the Partnership or the Partnership Subsidiaries in excess of $50,000; provided, or otherwise. For purposes however, that, in the case of Section 9.2(viiieither clause (i), the Taxes of KNE for any Straddle Period (ii), (iii), (iv) or (v) above no such Loss shall be allocated as provided indemnified hereunder if and to the extent that the underlying liability or claim also gave rise to a reduction in the Purchase Consideration pursuant to Section 6.6(b). It is clarified1.4 and provided, for the avoidance of doubtfurther, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller a Buyer Indemnified Party have any be entitled to indemnification obligation pursuant to under this Section 9.2 with respect to any Losses (or portion thereof) 7.2 more than once for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in same Loss arising from the Base Purchase Price Determination Certificate as a deduction in the calculation same state of the Final Purchase Pricefacts.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX(a) Subject to Section 11.2(b), the Seller Parties, Parties shall jointly and severallyseverally indemnify, shall indemnify defend and hold harmless the Purchaser Buyer from and its Affiliates, parents, subsidiaries, officers, directors, employees, agents, independent contractor salespersons, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from against any and all liabilitiesdamages, losses, damages, claimsliabilities, costs and expenses, interest, awards, judgments expenses (including reasonable expenses of investigation and penalties (whether or not arising out of third-party claims) (including, without limitation, costs of mitigation, losses reasonable attorney's fees in connection with any Environmental Lawclaim, lost profits and other losses action, suit or proceeding) (collectively, "Losses") incurred or suffered by Buyer or any of its Affiliates occasioned or caused by, resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoing) (“Losses”), arising out of or resulting from (i) any Excluded Liability, (ii) any inaccuracy (or all misrepresentations alleged inaccuracy) in or breaches breach (or alleged breach) of any representation or warranty of the Seller Parties set forth in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith, (iii) any failure (or alleged failure) by the Seller Parties contained herein to perform any of its obligations or covenants set forth in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith, (iv) any document delivered hereunderand all actions, suits, litigations, arbitrations, proceedings, investigations or claims arising out of any of the foregoing or out of facts that have occurred on or prior to the Closing Date even though such action, suit, litigation, arbitration, proceeding, investigation or claim may not be filed or come to light until after the Closing Date and (v) any Environmental Liabilities; provided that (i) the Seller Parties shall not be liable under this Section 11.2 unless written notice is given within two years of the Closing Date and the aggregate amount of Losses with respect to all matters referred to in this Section 11.2 exceeds $100,000 and then only to the extent of such excess; (ii) the breach of any or all covenants or agreements by Seller Parties' maximum liability under this Section 11.2 shall not exceed $10,500,000; and (iii) the Seller Parties contained herein or in any document delivered hereunder; (iii) shall not be liable under this Section 11.2 for any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to which Mariner or Buyer has actually received reimbursement from any Pre-Closing Tax Period and the unpaid Taxes other person through rights of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws)indemnity, as a transferee or successorcontribution, by contract, insurance or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.

Indemnification by the Seller Parties. Except as otherwise limited by Subject to the limitations set forth in this Article IXVI, the Seller Parties, jointly and severally, hereby unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless the Purchaser Buyer and its each of the Buyer’s subsidiaries, partners, members, Affiliates, parents, subsidiariesmanagers, officers, directors, employees, counsel, agents, independent contractor salespersonscontractors, successors successors, assigns, heirs and assigns legal and personal representatives (collectively, the Buyer and such persons are collectively referred to as the “Purchaser Buyer’s Indemnified PartiesPersons”) from and against any and all liabilitiesLosses, lossesand shall reimburse the Buyer’s Indemnified Persons for, damageseach and every Loss, claimspaid, costs and expensesimposed on or incurred by the Buyer’s Indemnified Persons, interestdirectly or indirectly, awardsrelating to, judgments and penalties (whether resulting from or not arising out of third-of, or any allegation by any third party claims) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoing) following: (“Losses”), arising out of or resulting from (iA) any inaccuracy in any representation or all misrepresentations warranty of the Seller Parties under this Agreement, or breaches of warranty any agreement, certificate or other document delivered or to be delivered by the Seller Parties contained herein or pursuant hereto in any document delivered hereunder; (ii) respect, whether or not the Buyer’s Indemnified Persons relied thereon or had Knowledge thereof, and without regard to any Knowledge or materiality qualifiers set forth in any such representation or warranty, or any breach or nonfulfillment of any covenant, agreement or all covenants or agreements by the Seller Parties contained herein or in any document delivered hereunder; (iii) any Losses of the Purchaser arising out of or resulting from the failure other obligation of the Seller Parties to comply with under this Agreement or any applicable bulk sales laws in the United Statesagreement or document delivered pursuant hereto; (ivB) any Retained Liabilities; (v) except to the extent constituting an Assumed Liabilityownership, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership management or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; and (viC) (A) relating to time periods prior to, on or after any Excluded Liability. The indemnification obligations of the Seller Parties under Sections 6.1 and 6.2 shall survive the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to will terminate at the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided specified in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price6.5.

Indemnification by the Seller Parties. Except as otherwise limited by Subject to Section 7.1 and the other provisions and limitations in this Article IXVII, from and after the Closing Date, each Seller PartiesParty will, jointly and severally, shall indemnify and hold harmless Buyer, the Purchaser Company and its Affiliatestheir respective successors and permitted assigns, parents, subsidiaries, and the officers, directors, employees, agentsdirectors and stockholders of Buyer, independent contractor salespersons, successors the Company and assigns their respective heirs and personal representatives (collectively, the “Purchaser Buyer Indemnified Parties”) ), from and against any and all liabilitiesout-of-pocket losses, lossescosts, damages, claims, fines, penalties, expenses (including reasonable fees and expenses of outside attorneys), reasonable costs of investigation (including reasonable fees and expenses of outside accountants, consultants and experts reasonably engaged), amounts paid in settlement, court costs, and other expenses of litigation but excluding any and all internal “overhead” costs and expensesexpenses (e.g. time spent by internal personnel) incurred by any party entitled to indemnification under this Article VII (collectively, interest“Damages”), awards, judgments and penalties (whether or not involving any third party claims, actually incurred by a Buyer Indemnified Party arising out of third-party claims(a) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement breach of any representation or all warranty of the foregoing) (“Losses”), arising out of Company or resulting from (i) any or all misrepresentations or breaches of warranty by the a Seller Parties Party contained herein in this Agreement or in any document certificate delivered hereunder; by or on behalf of the Company with respect thereto pursuant to this Agreement, (b) any breach by the Company or a Seller Party of any of its covenants or agreements contained in this Agreement that survive the Closing Date, (c)(i) Taxes of the Company for any Pre-Closing Tax Period, (ii) Taxes imposed on the breach Company as a result of any it having been a member of an affiliated, consolidated or all covenants or agreements by the Seller Parties contained herein or in any document delivered hereunder; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business combined group prior to the Closing Date; , including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or ‎similar foreign, state or local ‎Applicable Law‎, (viiii) (A) relating all‎ Taxes of any ‎other Person for which Company is or has been liable as ‎a ‎transferee or successor, or by ‎Contract resulting from events, transactions ‎or ‎relationships ‎occurring or existing prior to time periods prior to, on or after and including the Closing Date, resulting from (iv) ‎any Taxes related to any payments of Seller Expenses, Transaction Tax Deductions or other payments of ‎compensation otherwise paid or accrued by the Company in connection with (x) relation to the employment relationships consummation of the KNE Lay-Off Employees and ‎transaction under this Agreement, (v) Transfer Taxes for which Sellers are responsible for pursuant to Section 9.9(b), (vi) all COVID Related Deferrals, or (vii) any Taxes owed by or imposed on Seller Parties, (d) ‎any Company Indebtedness (but only to the termination of such employment relationships extent not deducted from the Purchase Price pursuant to Section 1.3)‎, (includinge) any Company Transaction Expenses (but only to the extent not deducted from the Purchase Price pursuant to Section 1.3), without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of (f) any court proceedingsamount by which the Company Cash at Closing is less than the Required Cash Balance (but only to the extent not deducted from the Purchase Price pursuant to Section 1.3) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viiig) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Lawsmatters set forth on Schedule 7.2(g), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX, Each of the Seller PartiesParties hereby agrees and covenants, jointly and severally, shall indemnify to indemnify, defend, protect, reimburse and hold harmless the Purchaser Purchaser, Parent and its Affiliates, parents, subsidiaries, each of their respective officers, directors, employees, shareholders, agents, independent contractor salespersonssubsidiaries, successors representatives, successors, assigns and assigns Affiliates (individually “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from any from, against, and in respect of (a) all liabilitiesLiabilities, lossesLosses, damagesand Proceedings, claims, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, including without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, limitation reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoingexpenses) (collectively, “LossesClaims”)) in connection with, resulting from or arising out of or resulting from (i) any breach or all misrepresentations alleged breach of any representation or breaches warranty of warranty the Sellers or the Shareholders (other than representations and warranties set forth in Section 5) set forth in this Agreement, or any Transaction Document (excluding the Other Documents), or any certificate or other writing delivered by the Seller Parties contained herein or Sellers in any document delivered hereunderconnection herewith; (ii) any breach, nonfulfillment or noncompliance of or with any covenant or agreement on the breach part of the Sellers or the Shareholders set forth in this Agreement or any or all other Transaction Document (excluding the Other Documents), including without limitation the covenants or agreements by the Seller Parties contained herein or set forth in any document delivered hereunderthis Section 9.1; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; Retained Liabilities, (iv) any Retained Liabilities; noncompliance with any Bulk-Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions, (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out conduct of the ownership or operation of KNESellers and their respective directors, officers, employees and agents while on the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships premises of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties Purchaser pursuant to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010Section 8.1,; and (viiib) any Taxes the enforcement of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which 9.1 by a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase PricePurchaser Indemnified Party.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IXThe Seller hereby agrees and covenants, the Seller Partiesand each Shareholder hereby agrees and covenants, jointly on a separate and severallyseveral basis based on his pro rata ownership of Seller, shall indemnify to indemnify, defend, protect, reimburse and hold harmless the Purchaser Purchaser, Parent and its Affiliates, parents, subsidiaries, each of their respective officers, directors, employees, shareholders, agents, independent contractor salespersonssubsidiaries, successors representatives, successors, assigns and assigns Affiliates (individually “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from any from, against, and in respect of (a) all liabilitiesLiabilities, lossesLosses, damagesand Proceedings, claims, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, including without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, limitation reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoingexpenses) (collectively, “LossesClaims”)) in connection with, resulting from or arising out of or resulting from (i) any breach or all misrepresentations alleged breach of any representation or breaches warranty of warranty by the Seller Parties contained herein or the Shareholders (other than representations and warranties set forth in Section 5) set forth in this Agreement, or any document delivered hereunderTransaction Document (excluding the Other Documents); (ii) any breach, nonfulfillment or noncompliance of or with any covenant or agreement on the breach part of any or all covenants or agreements by the Seller Parties contained herein or the Shareholders set forth in this Agreement or any document delivered hereunderother Transaction Document (excluding the Other Documents), including without limitation the covenants set forth in this Section 9.1; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; other than the Assumed Liabilities, (viiv) (A) relating to time periods prior to, on or after any services provided by the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied Seller prior to the Closing, (v) any Liability of KNE arising as a result Employee Benefit Plan established or maintained by the Seller, (vi) the Retained Liabilities, (vii) any noncompliance with any Bulk-Sales Laws or fraudulent transfer law in respect of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1Contemplated Transactions, 2010; and (viiib) any Taxes the enforcement of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which 9.1 by a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase PricePurchaser Indemnified Party.

Indemnification by the Seller Parties. Except as otherwise limited by Subject to the provisions of this Article IX, the each Seller Parties, Party shall jointly and severallyseverally defend, shall indemnify and hold harmless the Purchaser each of Buyer and its Affiliates, parents, subsidiariesBuyer Affiliates and their respective equityholders, officers, managers, directors, employees, agents, independent contractor salespersons, successors advisors and assigns representatives (collectively, the “Purchaser Indemnified PartiesBuyer Indemnitees”) ), from and against, and pay or reimburse Buyer Indemnitees for, any and all Litigation, liabilities, obligations, losses, damagesfines, claimscosts, costs and expenses, interestroyalties, awardsdeficiencies or damages (whether absolute, judgments accrued, conditional or otherwise and penalties (whether or not arising out of third-resulting from third party claims) (including), without limitation, costs of mitigation, losses in connection including interest and penalties with any Environmental Law, lost profits respect thereto and other losses resulting from any shutdown or curtailment of operations, out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses and any and all amounts paid incurred in investigation, the investigation or defense or settlement of any or all of the foregoing) same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, “Losses”), resulting from, arising out of or resulting from relating to (ia) any or all misrepresentations or breaches of warranty by the Seller Parties contained herein or inaccuracy in any document delivered hereunder; representation or warranty when made or deemed made by any Seller Party or any Seller Affiliate in or pursuant to this Agreement or any Ancillary Agreement, (iib) the any breach by any Seller Party or a Seller Affiliate of any covenant or all covenants agreement hereunder or agreements by the Seller Parties contained herein or in under any document delivered hereunder; Ancillary Agreement, (iiic) any Losses Excluded Liabilities or Excluded Assets of the Purchaser Seller, (d) any and all Taxes of any Seller Party or any Seller Affiliate whether or not relating to or arising out of the Business, (e) any and all Pre-Closing Taxes of Seller, (f) environmental liabilities, (g) with respect to products sold by Seller before the Closing or resulting from with respect to other products sold by Seller (x) any product liability claim with respect to events or occurrences arising prior to the Closing, (y) any Seller Warranties claim with respect to events or occurrences arising prior to the Closing and (z) any warranties relating to such products (whether expressed or implied by operation of Law) with respect to events or occurrences arising prior to the Closing, (h) any failure of the Seller Parties to comply with applicable bulk sales laws (in consideration of which indemnification obligation, Buyer hereby waives compliance by Seller with any applicable bulk sales laws laws), (i) Seller having failed to duly qualify or obtain a license to do business in all of the United Statesjurisdictions in which the nature of Seller’s activities required such qualification or licensing; or (ivj) any Retained Liabilities; Losses or other amounts (vincluding with respect to disability and unemployment) except with respect to employees and former employees of Seller (other than to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the their employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective terminationby Buyer), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.

Indemnification by the Seller Parties. Except as otherwise limited by this Article IX, the The Seller Parties, Parties shall jointly and severally, shall severally indemnify the Buyer Parties and hold harmless the Purchaser and its their Affiliates, parentsstockholders, subsidiariesdirectors, officers, directors, employees, agentsconsultants, independent contractor salespersonsagents and representatives, successors in their capacities as such, and assigns the successors, heirs, personal representatives and Affiliates of any of them (collectively, the “Purchaser "Buyer Indemnified Parties”") against and hold them harmless from any and all liabilitiesdamage, lossesclaim, damagesloss, claims, costs liability and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) expense (including, without limitation, costs reasonable expenses of mitigationinvestigation, losses attorneys' fees and expenses, and with respect to the matters set forth in connection with any Environmental Lawclause (v) below, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoingprofits) (“Losses”)collectively, "Loss") incurred or suffered by any Buyer Indemnified Party arising out of or resulting from relating to (i) any breach of any representation, warranty, covenant or all misrepresentations or breaches other agreement of warranty by the Seller Parties or the Parent contained herein or in any document delivered hereunder; Related Document, (ii) the any alleged, claimed or established negligence or breach of any or all covenants or agreements by the Seller Parties contained herein (or in any document delivered hereunder; of its respective Affiliates or predecessors or any of the respective directors, officers, employees, consultants, agents or representatives of the Seller or any of its respective Affiliates or predecessors) with respect to the performance by such Persons of services or the manufacturing, production or supplying of any services, products or goods by such Persons on or prior to the Closing Date (excluding ordinary course express or implied warranties on services performed or products sold), (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with perform, or any applicable bulk sales laws in claim relating to (including any claim that the United States; sale of assets hereunder constitutes a fraudulent conveyance), the Excluded Liabilities or any obligation or liability relating to the Excluded Assets, (iv) any Retained Liabilities; (v) except claims with respect to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; Date which were not Assumed Liabilities, or (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (xv) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective terminationmatters set forth on Schedule 4.10(b), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.

Indemnification by the Seller Parties. Except as otherwise limited by Subject to the other terms and conditions of this Article IX, from and after Closing, the Seller PartiesParties shall, jointly and severallyseverally (except for the Specified Trust, for which the liability shall be several and not joint in accordance with its Pro Rata Share), indemnify and hold harmless defend each of the Purchaser and its Affiliates, parents, subsidiaries, officers, directors, employees, agents, independent contractor salespersons, successors Affiliates (including the Company and assigns the other XXXX Entities) and their respective Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all liabilitiesLosses incurred or sustained by, lossesor imposed upon, damages, claims, costs and expenses, interest, awards, judgments and penalties (whether or not the Purchaser Indemnitees arising out of third-party claimsof, with respect to or by reason of: (a) (including, without limitation, costs of mitigation, losses any inaccuracy in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement breach of any or all of the foregoingrepresentations or warranties of the Company or any Seller Party contained in this Agreement, the other Transaction Agreements, or in any schedule, certificate or other document delivered pursuant hereto or thereto, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) (“Losses”)any breach or non-fulfillment of any covenant, arising out of agreement or resulting from obligation to be performed (i) any or all misrepresentations or breaches of warranty by the Seller Parties contained herein or in any document delivered hereunder; (ii) the breach of any or all covenants or agreements by the Seller Parties contained herein or in any document delivered hereunder; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Dateby the Company, or (ii) at any time by the Lead Stockholder or any Seller Party, in each case, pursuant to this Agreement, the other Transaction Agreements, or in any schedule, certificate or other document delivered pursuant hereto or thereto; (vic) (A) relating to time periods prior to, on any Company Expenses or after Company Debt outstanding as of the Closing Date, resulting to the extent not deducted from or the Purchase Price in connection with (x) the employment relationships determination of the KNE Lay-Off Employees and the termination of such employment relationships Final Adjustment Amount; (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs d) any Indemnified Taxes; (e) any Wrongful Acts by or on behalf of any court proceedings) and Seller Party, the Company, or the Lead Stockholder (y) in its capacity hereunder as the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships representative of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtimeStockholders); (viif) if the German Contract Condition is not satisfied prior any obligations to provide indemnification, exculpation or expense reimbursement of any D&O Indemnitee pursuant to Section 7.8 to the Closing, any Liability extent not covered by the D&O Tail Policy; or (g) the matter set forth on Section 9.3(g) of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Disclosure Schedules. Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ indemnification obligation pursuant to (vi)(A) shall also apply in the event that a termination of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, or is not effected by KNE in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price.9.4

Indemnification by the Seller Parties. Except as otherwise limited by this Article IXFrom and after the Closing, the Seller Parties, jointly and severally, shall indemnify and hold harmless the Purchaser Buyer and its Affiliates, parents, subsidiariesand their respective directors, officers, directors, employees, shareholders, members, partners, agents, independent contractor salespersons, successors and assigns (collectively, the collectively “Purchaser Indemnified PartiesBuyer Claimants” and individually “Buyer Claimant”) harmless from and defend each of them from and against any and all demands, claims, actions, liabilities, losses, damagescosts, claims, costs and expenses, interest, awards, judgments and penalties (whether damages or not arising out of third-party claims) expenses whatsoever (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoingexpenses) (collectively, “LossesClaims”)) asserted against, imposed upon or incurred by Buyer Claimants resulting from or arising out of or resulting from (i) any inaccuracy or all misrepresentations breach of any representation or breaches warranty of warranty by the a Seller Parties Party contained herein in this Agreement or in any document delivered hereunderOperative Document; (ii) the any breach of any covenant or all covenants obligation of a Seller Party contained in this Agreement or agreements by the Seller Parties contained herein or in any document delivered hereunderOperative Document; and (iii) any Losses of the Purchaser arising out of or resulting from the failure liability of the Seller Parties other than the Assumed Liabilities. The Buyer Claimant’s right to comply with indemnification shall not be limited or affected in any applicable bulk sales laws in the United States; (iv) way by any Retained Liabilities; (v) except pre-Closing investigation by Buyer. Notwithstanding anything contained herein to the extent constituting an Assumed Liabilitycontrary, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior but subject to the Closing Date; (vi) last sentence of this Section 11.2: (A) relating no Seller Party shall be required to time periods prior to, on or after the Closing Date, resulting from or in connection with indemnify a Buyer Claimant under clause (xi) the employment relationships of the KNE Lay-Off Employees and first sentence of this Section 11.2 unless the termination aggregate cumulative sum of all amounts for which indemnity would otherwise be due under clause (i) of the first sentence of this Section 11.2 exceeds $250,000.00, in which case the Seller Parties shall only be responsible for such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination)excess, and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any payment obligations as a result of unpaid overtime); (vii) if the German Contract Condition is not satisfied prior to the Closing, any Liability of KNE arising as a result of the termination by KNE of the German Contract so long as such termination is made upon at least sixty (60) days prior written notice and is effective no later than February 1, 2010; and (viii) any Taxes of KNE with respect to any Pre-Closing Tax Period and the unpaid Taxes of any Person (other than KNE) under Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract, or otherwise. For purposes of Section 9.2(viii), the Taxes of KNE for any Straddle Period shall be allocated as provided in Section 6.6(b). It is clarified, for the avoidance of doubt, that the Seller Parties’ aggregate maximum liability for indemnification obligation pursuant to under clause (vi)(Ai) of the first sentence of this Section 11.2 shall also apply not exceed $5,000,000.00. The limitation set forth in the event that a termination immediately preceding sentence shall not apply to Claims arising from any inaccuracy or breach of the KNE Lay-Off Employees and/or the KNE Lay-Off Employee Ancillary Contracts is not legally possible, representations or is not effected by KNE warranties contained in accordance with Section 6.8, or is effected by KNE only after the Closing Date and that such obligation shall include, without limitation, indemnification of the Purchaser and KNE for any payments required under the respective employment contract or KNE Lay-Off Employee Ancillary Contract through the effective termination of such contract. Notwithstanding the foregoing, in no event shall any Seller Party have any indemnification obligation pursuant to this Section 9.2 with respect to any Losses (or portion thereof) for which a liability or accrual has been reflected in the KNE Closing Balance Sheet for such Losses and taken into account in the Base Purchase Price Determination Certificate as a deduction in the calculation of the Final Purchase Price4.9(a).