Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2limitations set forth in this Article VII, each of the prospective sellers of such securitiesSeller and the Owner, jointly and severally and not jointly(the “Seller Indemnifying Parties”), will agrees to indemnify and hold harmless the IssuerBuyer, each director including its shareholders, members, directors, managers, officers, employees, Affiliates, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), against all claims, losses, Liabilities, damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating, defending against, or settling any of the Issuerforegoing (each, each officer a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker representations or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 warranties of the Securities Act Seller and the Owner contained in this Agreement, (b) any breach or Section 20 non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or any Excluded Liability, (d) fraud by the Seller and/or Owner, (e) misclassification of any Seller employees and/or independent contractors, (f) any Excluded Taxes of the Exchange ActSeller, against and/or (g) any and all lossesviolation, claimsinvestigation, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject enforcement proceeding under the Securities Act Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of duties for imported merchandise, pertaining to merchandise imported by or otherwisefor the Seller, insofar as such losses, claims, damages during the period ending on or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under before the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing Date.

Indemnification by the Seller. In the event of connection with any registration statement in which a seller of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2is participating, each of such seller will furnish to the prospective sellers of Company in writing such securitiesinformation and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, severally and not jointlyto the fullest extent permitted by law, each such seller will indemnify the Company and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, Person who controls the Issuer or such other participating person Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losses, claims, damages or damages, liabilities, joint or severaland expenses (including, to which the Issuer or any such directorwithout limitation, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar reasonable attorneys' fees and disbursements except as such losses, claims, damages or liabilities (or actions or proceedings in respect thereoflimited by Section 2.5.3 hereof) arise out of or are based upon resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, any Prospectus or preliminary prospectus included thereinprospectus, or any preliminary prospectus or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state of a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading if misleading, but only to the extent that such untrue statement or alleged untrue statement or omission was made or alleged omission is contained in reliance upon and any information or affidavit so furnished in conformity with written information furnished to the Issuer writing by such seller expressly or any of its Seller Affiliates specifically for use inclusion in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementregistration statement; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller shall of Registrable Securities will be in proportion to and to, and, provided, further, that such liability will be limited to to, the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementregistration statement; provided, however, that such seller of Registrable Securities shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party arising out of (a) any breach of any representation, joint warranty or several, certification made by the Seller in any of the Transaction Documents or certificates given by the Seller to which the Issuer Purchaser in writing pursuant to this Agreement or any other Transaction Document, (b) any breach of or default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document, (c) any Excluded Liabilities and Obligations and (d) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that results from the bad faith or willful misconduct of such directorPurchaser Indemnified Party, officeror (ii) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. With respect to indemnification by the Seller pursuant to this Section 9.1, participating person (A) the Seller’s maximum liability shall not exceed an amount equal to (1) one hundred and ninety five percent (195%) of the Purchase Amount, minus (2) the aggregate amount collected or controlling person may become subject under received by the Securities Act Purchaser (and any direct or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings indirect transferee of the Purchaser to whom any interest in the Purchased Receivables is transferred) in respect thereofof the Purchased Receivables, minus (3) arise the aggregate amount collected or received by the Purchaser (and any direct or indirect transferee of the Purchaser to whom any interest in the Purchased Receivables is transferred) pursuant to the exercise of its rights under this Section 9.1 (without duplication of any amounts received pursuant to clause (2)); provided, however, that such limitations on recovery shall not be applicable if the Seller’s indemnification obligations results from or arises out of the fraud, willful misconduct or are based upon any untrue statement or alleged untrue statement gross negligence of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementSeller.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages trustees, managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Seller under any Transaction Document to which the Seller is party or the Counterparty Agreement, (iii) any Excluded Liabilities and Obligations (unless such directorExcluded Liabilities and Obligations are due to the Purchaser not complying with Section 5.10), officer(iv) claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the Counterparty Agreement and (v) any fees, participating person expenses, costs, liabilities or controlling person may become subject under other amounts incurred or owed by the Securities Act Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (A) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of Counterparty or the insufficiency of the Royalties, whether as a result of the amount of cash flow arising from sales or licensing of the Licensed Products or otherwise, insofar as unless resulting from a breach of representation and warranty by Seller or from the failure of the Seller to perform its obligations under this Purchase and Sale Agreement or Counterparty Agreement, (B) to the extent resulting from the bad faith, gross negligence or willful misconduct of such losses, claims, damages Purchaser Indemnified Party or liabilities (C) to the extent resulting from acts or actions or proceedings in respect thereof) arise out omissions of or are the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated Purchaser Indemnified Party upon demand. Notwithstanding the foregoing, absent the Seller’s actual fraud, in any such Registration Statementno event shall the Seller’s indemnification obligations under clause (i) of this Section 7.1 exceed, Prospectus, preliminary prospectus, amendment individually or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statementaggregate, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion an amount equal to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement[***].

Indemnification by the Seller. In To the event of any registration of any Registrable Securities under extent permitted by law, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, Seller will indemnify and hold harmless the IssuerCompany, each director of the Issuerits successors and assigns, each officer of the Issuer who shall sign such Registration Statementits officers and directors, each other person who participates any underwriter (as an underwriter, broker or dealer defined in the offering or sale of such securities 0000 Xxx) with respect to the Registrable Shares, and each other person, if any, who controls the Issuer Company or any such other participating person underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all losses, claims, damages damages, liabilities or liabilities, actions (joint or several, ) to which the Issuer or any such director, officer, participating person or controlling person they may become subject under the Securities 1933 Act, the 1934 Act or otherwiseother federal or state law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or final prospectus contained therein or any amendment amendments or supplement supplements thereto, or any arising out of or based upon the omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein therein, in the context in which made, not misleading if misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to by the Issuer by such seller expressly Seller for use in such registration by the preparation Seller, or (ii) the failure of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Seller at or supplement; provided that the liability of each such seller shall be in proportion to and limited prior to the net amount received by such seller (after deducting any underwriting discount and expenses) from written confirmation of the sale of Registrable Securities pursuant Shares to send or arrange delivery of a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) to the person asserting any such Registration Statementloss, claim, damage, liability or action who purchased the Registrable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). The Seller will reimburse the Company and each such officer or director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such officer, director, underwriter or controlling person and shall survive the transfer of the Registrable Shares by the Seller.

Indemnification by the Seller. In The Purchaser and its Affiliates from time to time (including, following the event of Closing, the Xxxxxx Entities, any registration of Purchaser Reorganization Transferee and any Registrable Securities under Designated Purchaser) and their respective, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Securities Act pursuant Seller for and against (and the Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold each Purchaser Indemnified Party harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and respect of) all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages costs and expenses, interest, awards, judgments and penalties (including any expense of enforcement of obligations, and all reasonable attorneys’ and consultants’ fees and expenses and other fees and expenses reasonably incurred in connection with the investigation, defense or liabilities (or actions or proceedings in respect settlement thereof) arise actually suffered or incurred by, or imposed on, them (hereinafter a “Loss”), arising out of or are based upon resulting from: (a) any untrue statement breach of any representation or alleged untrue statement warranty made by the Seller contained in this Agreement or in any certificate delivered pursuant hereto; (b) any breach of a material fact any covenant or agreement of the Seller contained in this Agreement; (c) any Pre-Closing Environmental Liability, (d) any Non-Business Liability including, for the avoidance of doubt, the “Friction Division Asbestos Cases,” and “Weeks Island, Louisiana Asbestos Cases,” and “Paterson Plant Bladder Cancer” cases described in items (4), (5) and (6), respectively, in Section 3.09(a) of the Disclosure Schedule or (e) any Liability included in the balance sheet included as part of the 2008 Company Financial Statements that was not included in the Reference Balance Sheet, with respect to (e), to the extent, and only to the extent (i) such Liability was not cancelled, terminated, repaid, capitalized or otherwise satisfied prior to Closing, (ii) such Liability was not included as an item of Current Liabilities or Company Indebtedness on the Final Closing Statement, (iii) the Purchaser is not otherwise entitled to indemnification pursuant to this Agreement or (iv) the Seller is not otherwise required to pay for or discharge such Liability pursuant to any covenant in this Agreement. Nothing contained in any Registration Statement under which such securities were registered under of the Securities ActDisclosure Schedules shall qualify, any Prospectus limit or preliminary prospectus included thereinexclude the obligations pursuant to Sections 9.02(b), or any amendment or supplement thereto(c), or any omission or alleged omission to state a material fact (d) and (e) except, with respect to such seller required to be stated in any such Registration StatementSection 9.02(b), Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use extent a reference to any Disclosure Schedule is specifically referenced in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment relevant covenant or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementagreement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to Section 2.1 Sections 3 or 2.24 hereof, each seller of the prospective sellers of Registrable Securities included in such securities, severally and not jointly, will registration shall indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 6(a)) the Company, each director Affiliate of the IssuerCompany and their respective directors, each officer officers, stockholders, members or general and limited partners (including any director, officer, Affiliate, employee, agent and controlling Person of any of the Issuer who shall sign such Registration Statementforegoing), each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and all other sellers of Registrable Securities covered by such registration statement, each Affiliate of such seller and their respective directors, officers, stockholders, members or general and limited partners (including any director, officer, Affiliate, employee, agent and controlling person of any of the foregoing) and each other personPerson, if any, who controls the Issuer Company or such other participating person underwriter or such seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which or omission or alleged omission from such securities were registered under the Securities Actregistration statement, any Prospectus preliminary, final or preliminary summary prospectus included contained therein, or any amendment or supplement theretosupplement, to the extent such untrue statement or any alleged untrue statement or omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information relating to such selling Holder furnished to the Issuer Company by such seller expressly specifically for use in the preparation of any such Registration Statementregistration statement, Prospectuspreliminary, preliminary prospectus, final or summary prospectus or amendment or supplement; provided that , or a document incorporated by reference into any of the foregoing. In no event shall the liability of each such seller shall any selling Holder of Registrable Securities hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Each selling Holder’s obligation to indemnify pursuant to this Section are several in the proportion that the net proceeds of the offering received by such Registration Statementselling Holder bear to the total net proceeds of the offering received by all selling Holders and not joint.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including attorneys fees) awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, to the extent directly arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Agreement, (ii) any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out breach of or are default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party, (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement, and (iv) any of Seller’s obligations and liabilities under any contract, agreement or other arrangement (whether written or oral) described on Schedule 3.14; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or (B) acts or omissions of the Seller based upon the written instructions from any untrue statement Purchaser Indemnified Party. Notwithstanding the foregoing, absent the Seller’s actual fraud, in no event shall the Seller’s indemnification obligations under clause (i) of this Section 7.1 exceed, individually or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actaggregate, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished an amount equal to the Issuer Indemnification Cap, less all Royalties received by such seller expressly for use in the preparation of any such Registration StatementPurchaser, Prospectuswithout duplication, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion under this Agreement prior to and limited to through resolution of the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementapplicable claim.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, indemnify and hold each of the prospective sellers of such securities, severally Purchaser and not jointly, will indemnify its Affiliates and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesof their respective partners, claimsdirectors, damages managers, members, officers, employees, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and to pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or liabilitiesincurred or suffered by such Purchaser Indemnified Party, joint whether or severalnot involving a third party claim, demand, action or proceeding, to the extent arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Transaction Documents to which the Issuer Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and Sale Agreement or any such directorother Transaction Document, officer, participating person (ii) any breach of or controlling person may become subject default under any covenant or agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party or by the Seller under the Securities Act or otherwiseCounterparty License Agreement, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinCounterparty Consent, or any amendment INFI Third Party Agreement, (iii) any of the liabilities or supplement theretoobligations of the Seller (unless such liabilities or obligations are due to the Purchaser or its Permitted Recipients not complying with any confidentiality provisions set forth in the Counterparty License Agreement or the Counterparty Consent or due to the Purchaser interfering with the Counterparty or any of its Affiliates or Sublicensees in a manner not permitted by the Counterparty Consent) and (iv) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the amount of any recoverable Losses for which any Purchaser Indemnified Party makes a claim for indemnification hereunder shall be reduced to the extent the underlying indemnification claim (A) results from the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or the breach by such Purchaser Indemnified Party of this Agreement, or (B) results from acts or omissions of the Seller based upon the written instructions from any omission or alleged omission Purchaser Indemnified Party. Any amounts due to state a material fact with respect any Purchaser Indemnified Party hereunder shall be payable by the Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser and each other person, if any, who controls the Issuer or such other participating person Purchaser within the meaning of Section 15 of the Securities Act Act, against any losses, claims, damages, liabilities or Section 20 of expenses to which such Purchaser or such controlling person may become subject, under the Act, the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person other federal or controlling person may become subject under the Securities Act state statutory law or otherwise, regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any Registration Statement under which such securities were registered under information deemed to be a part thereof as of the Securities Acttime of effectiveness pursuant to paragraph (b) of Rule 430A, any Prospectus or preliminary prospectus included thereinpursuant to Rule 434 of the Rules and Regulations, or the Resale Prospectus, or any amendment or supplement thereto, or any the omission or alleged omission to state in any of them a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleading if misleading, and will reimburse such Purchaser and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Shelf Registration Statement, the Resale Prospectus or any amendment or supplement of the Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Issuer Seller by or on behalf of such seller Purchaser expressly for use in the preparation of any such Shelf Registration Statement, Statement or the Resale Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Closing occurs and subject to the Securities Act pursuant to Section 2.1 or 2.2limitations set forth herein, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend the Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Purchaser Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages or liabilities charges, Liabilities, Actions, interest, penalties, Taxes, costs and expenses, including legal, consultant, accounting and other professional fees, and fees and costs actually incurred (or actions or proceedings in respect thereofcollectively, “Losses”) arise resulting from, arising out of or are based upon incurred by any untrue statement Purchaser Indemnitee in connection with, or alleged untrue statement otherwise with respect to: (a) any inaccuracy or breach of a material fact any representation or warranty made by the Seller in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to the Purchaser in connection with the transactions contemplated by this Agreement; (b) any breach by the Seller of any covenant or agreement contained in this Agreement or any Registration Statement under of the Ancillary Agreements; (c) except to the extent that the Seller has already made payments in respect of such amounts pursuant to Section 6.9(a) or to the extent that such amounts were taken into account as a current liability that actually reduced Final Net Working Capital, (i) any Tax imposed on or relating to the Company or its Subsidiaries with respect to any Pre-Closing Period; (ii) any Liabilities of the Company or its Subsidiaries for the Taxes of another Person (such as the Seller or Seller Parent) as a transferee or successor, by Contract (other than a commercial Contract the principal purpose of which is not Tax related) or by operation of law, where the Company or any of its Subsidiaries became a transferee or successor, entered into such securities were registered under Contract or the Securities Actrelationship or connection giving rise to such Liabilities arose prior to the Closing; (d) Cypress Creek Mine, any Prospectus or preliminary prospectus included thereinLLC, an Indiana limited liability company, or any amendment or supplement theretoof its assets, properties, rights, liabilities and obligations, or any omission other assets, properties, rights, liabilities and obligations related to the former Cypress Creek surface 63 mine; (e) any Indebtedness or alleged omission Transaction Expenses to the extent not satisfied prior to the Closing or included in any Purchase Price adjustment pursuant to Section 2.4; (f) any notice from a Governmental Entity of a violation of the Mining Regulations in connection with the Mining Operations that has not been fully resolved prior to the Closing; (g) any items set forth on Section 4.12 of the Seller’s Disclosure Schedule; (h) any determination that any individual who provided services to the Mining Operations was improperly classified as an independent contractor or other non-employee status, or that the Company or any of its Subsidiaries was a joint employer or single employer or co-employer with any other entity associated with the Mining Operations, including (i) under any Plan, (ii) for taxation or Tax Reporting, and (iii) under the Fair Labor Standards Act or any similar state statute; (i) any Liens of the type set forth in clause (e) of the definition of Permitted Liens which have not been released prior to the Closing (which ultimately result in a material fact Loss to the Company or its Subsidiaries following the Closing); (j) the Contract Mining Agreements (other than with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Contractor Termination Royalties); (k) to the Issuer by such seller expressly for use extent set forth in Section 6.5(e)(ii), the preparation of Lafayette Pre-Closing Payments; and (l) any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementBenefit Plans.

Indemnification by the Seller. In Subject to the event terms, conditions and limitations of this ARTICLE V, following the relevant Closing, the Buyer and each of its Affiliates, and each of their respective successors, assigns, officers, directors, managers, members, partners, equityholders, employees, representatives and agents shall be indemnified by the Seller from and against any Loss suffered or incurred by any such Indemnified Person arising or resulting from (i) any breach of any registration representation or warranty contained in ARTICLE III of this Agreement or (ii) the breach or default of the Seller (or its Affiliates) or the Subject Companies in the performance of any Registrable Securities covenant or agreement in this Agreement or any other Transaction Document, provided that (x) no indemnification payments shall be made by or on behalf of the Seller under this Agreement unless (1) the Securities Act Loss related to each individual claim or series of related claims arising thereunder for which indemnification Liability would, but for this proviso, exist exceeds one hundred thousand U.S. Dollars ($100,000) and (2) the aggregate amount of all Loss (after taking into account the threshold amount referred to in (1) above) for which the Seller would be liable, but for this proviso, exceeds an amount equal to one percent (1%) of the Purchase Price, and then only to the extent of any such excess; (y) no Indemnified Person shall be entitled to indemnification under this Agreement with respect to any breach of any representation, warranty or covenant by the Seller if, on the relevant Closing Date, the Buyer or any of its Representatives had knowledge of the existence of such breach; and (z) the aggregate total amount in respect of which the Seller shall be liable to indemnify the Indemnified Persons pursuant to this Agreement shall in no event exceed an amount equal to ten percent (10%) of the amount of the Purchase Price allocated, pursuant to Section 2.1 or 2.21.6(a), each to the Company to which such indemnification relates (and in any event such aggregate amount shall not exceed ten percent (10%) of the prospective sellers of such securities, severally Purchase Price) provided further that the limitations set forth in clauses (x) and (z) above shall not jointly, will indemnify and hold harmless apply to any Loss arising from actual fraud by the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Seller or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning from a breach of Section 15 3.1 (Organization; Power and Authorization), Section 3.3 (Ownership), the Thailand Trademark License Agreement or the China Trademark License Agreement (collectively, the “Fundamental Representations”); provided further that the aggregate total amount in respect of which the Securities Act or Seller shall be liable to indemnify the Indemnified Persons pursuant to this Agreement shall in no event exceed the Purchase Price allocated, pursuant to Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several1.6(a), to the Company to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities indemnification relates (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained and in any Registration Statement under which event such securities were registered under aggregate amount shall not exceed the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementPurchase Price).

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under limitations set forth in this Section 6, the Securities Act pursuant to Section 2.1 or 2.2, Seller shall indemnify the Purchaser and its Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless “Purchaser Indemnitees”) against (a) any Damages incurred by or imposed upon the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Purchaser Indemnitees or any such director, officer, participating person one of them arising or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, Claim brought by [ * ] or any amendment of its licensees against one or supplement thereto, or any omission or alleged omission to state a material fact more Purchaser Indemnitees with respect to such seller required any infringement or alleged infringement of [ * ], in each case only with respect to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished [ * ] having occurred prior to the Issuer by Effective Date (such seller expressly for use in Claim, the preparation of any such Registration Statement“[ * ] Claim”), Prospectus, preliminary prospectus, amendment or supplement; provided that the liability Seller shall not have any obligation pursuant to this Section 6.1(a) to indemnify the Purchaser Indemnitees (i) in the event that such [ * ] Claim is first brought or made after any Purchaser Indemnitee brings a Claim challenging the validity, enforceability, scope or infringement of each such seller shall be in proportion [ * ], or (ii) with respect to Damages resulting from any Claim or portion thereof that is not a [ * ] Claim, including any Claim brought by [ * ] or any of its licensees with respect to any infringement or alleged infringement of any [ * ] that is not [ * ] or any other cause of action that does not concern [ * ]; and limited (b) any Damages that the Purchaser Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (i) any Excluded Liabilities, including any liabilities arising from the use, license, sale or exploitation of any of the Purchased Assets prior to the net amount received by such seller Effective Date, except that this Section 6.1(b)(i) shall not be construed as limiting the Purchaser’s indemnification obligations under the Contract Research Agreement, (after deducting ii) any underwriting discount breach of the representations and expenseswarranties of the Seller set forth in Section 5.1 or (iii) from any breach of any of the sale covenants of Registrable Securities pursuant to such Registration Statementthe Seller set forth in this Agreement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser and each other person, if any, who controls the Issuer or such other participating person Purchaser within the meaning of Section 15 of the Securities Act Act, against any losses, claims, damages, liabilities or Section 20 of expenses to which such Purchaser or such controlling person may become subject, under the Act, the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person other federal or controlling person may become subject under the Securities Act state statutory law or otherwise, regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Shelf Registration Statement under which such securities were registered under at the Securities Act, any Prospectus or preliminary prospectus included thereintime of effectiveness if no Rule 424(b) filing is required (the “Resale Prospectus”), or any amendment or supplement thereto, or any the omission or alleged omission to state in any of them a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleading if misleading, and will reimburse such Purchaser and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Shelf Registration Statement, the Resale Prospectus or any amendment or supplement of the Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Issuer Seller by such seller or on behalf of any Purchaser expressly for use in the preparation of any such Shelf Registration Statement, Statement or the Resale Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In (a) RCHI and the event Company, jointly and severally, agree, subject to the other terms and conditions of any registration of any Registrable Securities under this Agreement, to indemnify the Securities Act pursuant to Purchaser and its Affiliates and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 2.1 or 2.29.03, each of the prospective sellers of such securities, severally and not jointly, will indemnify an "Indemnified Party") against and hold them harmless the Issuerfrom, each director and shall pay, all Liabilities of the Issuerand costs and damages (including any costs of investigation, each officer reasonable attorneys' fees and expenses and other costs of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofdefense) arise arising out of or related to (i) the breach of any representation, warranty, covenant or agreement of the Seller herein, (ii) Excluded Liabilities of any kind whatsoever whether or not described in this Agreement or in the Disclosure Schedule, (iii) any amounts which are based upon uncollectible from GIO Re in excess of the face amount of any untrue statement applicable letter of credit in force as the Closing Date, (iv) any return premiums, profit commissions, paid recoveries or alleged untrue statement of a material fact contained in any Registration Statement under other amounts which such securities were registered the Purchaser is unable to collect from Underwriters Reinsurance Company and/or London Life & Casualty Reinsurance under the Securities ActRetrocession Agreements identified as Nos. 408, 409, 410, 424, 425 as a result of, or in connection with, directly or indirectly, any Prospectus of the matters described in Item 1 of Section 3.17(d) of the Disclosure Schedule, except to the extent that the risk of such uncollectibility is adequately reflected in the Closing Date Balance Sheet, and (v) any fines or preliminary prospectus included thereinpenalties imposed by any Governmental Authority for the matters disclosed in Section 3.11 of the Disclosure Schedule provided, however, that the Company shall not be required to indemnify the Purchaser and its Affiliates for the Liabilities of any entity other than itself. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor any action commenced against the Seller under this Section 9.03 for breach of any representation, warranty, covenant or any amendment agreement contained herein, unless written notice of such claim or supplement thereto, or any omission or alleged omission action is received by the Seller describing in reasonable detail the facts and circumstances known to state a material fact the Purchaser with respect to the subject matter of such seller required claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01; and any claim made by Purchaser under the provisions of this Article IX within the aforesaid time periods shall be considered timely made even if such claim is not resolved until after the expiration of the aforesaid periods; provided, however, that a claim may be asserted and an action may be commenced against the Seller for breach of the agreements and covenants which by their terms are to be stated in any such Registration Statementperformed after the Closing Date (including, Prospectuswithout limitation, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to indemnities contained herein) until the Issuer by such seller expressly for use in applicable period under the preparation statute of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementlimitations therefor has expired.

Indemnification by the Seller. In (1) The Seller agrees, subject to the event other terms and conditions of this Agreement, to indemnify the Purchaser and its Affiliates and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 9.03, each an "Indemnified Party") against and hold ----------------- them harmless from, and shall pay, all liabilities of and costs and damages (including any costs of investigation, reasonable attorneys' fees and expenses and other costs of defense) arising out of the breach of any registration representation, warranty, covenant or agreement of the Seller herein. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor any action commenced against the Seller under this Section 9.03 for breach of any Registrable Securities under the Securities Act pursuant to Section 2.1 representation, warranty, covenant or 2.2agreement contained herein, each of the prospective sellers unless written notice of such securities, severally claim or action is received by the Seller describing in reasonable detail the facts and not jointly, will indemnify and hold harmless circumstances known to the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact Purchaser with respect to the subject matter of such seller required claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; and any claim made by Purchaser under the provisions of this Article IX within the aforesaid time periods shall be considered timely made even if such claim is not resolved until after the expiration of the aforesaid periods; provided, however, that a claim may be asserted and an action may be -------- ------- commenced against the Seller for breach of the agreements and covenants which by their terms are to be stated in any such Registration Statementperformed after the Closing Date (including, Prospectuswithout limitation, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon indemnities contained herein) until the applicable period under the statute of limitations therefor has expired and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall a claim may be in proportion to asserted and limited to the net amount received by such seller (after deducting any underwriting discount an action may be separately commenced under Articles VI and expenses) from the sale of Registrable Securities pursuant to such Registration StatementVII.

Indemnification by the Seller. In The Seller agrees to indemnify the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, Purchaser and each of its Affiliates and their respective officers, directors and employers (collectively, the prospective sellers “Purchaser Indemnified Parties”) against, and agrees to hold each of such securitiesthem harmless from, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdamage, loss, liability, expense, judgment, settlement, claim, cost or penalty (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Action and enforcement of any rights of indemnification against any Indemnifying Party or with respect to any appeal) (collectively, “Losses”) incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from, without duplication, (i) any breach of a representation or warranty of the Seller contained in this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, (ii) any breach of an agreement or covenant made by the Seller in this Agreement, (iii) any failure of the Seller or any of its Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, or (iv) any Excluded Liability. Notwithstanding the foregoing, the Purchaser Indemnified Parties will not be entitled to indemnity pursuant to clause (i) of this Section 9.2: (x) in respect of any individual Action or individual claim, fact or occurrence or any series of related Actions, claims, damages facts or liabilitiesoccurrences (including any class action), joint until Losses in respect of such individual or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesrelated Actions, claims, damages facts or liabilities occurrences are greater than the De Minimis Claim Amount; or (y) for any Losses, until the aggregate amount of all such Losses incurred or actions suffered by the Purchaser Indemnified Parties exceeds the Deductible Amount, in which case the Purchaser Indemnified Parties be entitled to indemnification for the full amount of such Losses in excess of such threshold; provided, however, that in no event will the Purchaser Indemnified Parties be entitled to indemnity for Losses pursuant to clause (i) of this Section 9.2 to the extent that the amount of Losses, in the aggregate, incurred or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under suffered by the Securities ActPurchaser Indemnified Parties exceeds the Indemnity Cap Amount, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact except with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) Losses arising from the sale breach of Registrable Securities pursuant to such Registration StatementSection 4.1(g), Section 4.1(l)(i), or Section 6.1.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director Purchaser and its affiliates against and in respect to all damages (as hereinafter defined) up to the amount of the IssuerPurchase Price. Damages, each officer as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to the Purchaser from any inaccurate representation made by or on behalf of the Issuer who shall sign such Registration StatementSeller in or pursuant to this Agreement, each other person who participates as an underwriterbreach of any of the warranties made by or on behalf of the Seller in or pursuant to this Agreement, broker breach or dealer default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the obligations to be performed by it hereunder, or relating to any Form S-8 filed by the Company with the Securities Act or Section 20 and Exchange Commission prior to the date hereof. Any damages incurred by the Purchaser shall first be settled by deducing said amount from the Holdback Amount. Notwithstanding the scope of the Exchange ActSeller's representations and warranties herein, against or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Company, as of the date hereof, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing involving the Company or any stockholders thereof other than the Seller, whether or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company's failure in any respect to perform any obligation required by it to be performed at or prior to the Closing, or by reason of any default of the Company, at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the Purchaser and/or the Company on demand for any payment made or required to be made by the Purchaser and/or the Company at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages or liabilities, joint or several, to which the Issuer foregoing indemnity relates. The Purchaser shall give, or the Purchaser shall cause the Company to give, the Seller written notice within 30 days after notification of any such director, officer, participating person litigation threatened or controlling person may become subject under instituted against the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement Company which might constitute the basis of a material fact claim for indemnity by the Purchaser and/or the Company against the Seller. Notwithstanding anything contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished this Agreement to the Issuer by such seller expressly for use contrary, the right to indemnification described in this paragraph shall expire 18 months after the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementClosing.

Indemnification by the Seller. In If the event of any registration of any Registrable Securities under Closing occurs and subject to the Securities Act pursuant to Section 2.1 or 2.2limitations set forth herein, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend the Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Purchaser Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such lossesdamages, claims, damages or liabilities charges, Liabilities, Actions, interest, penalties, Taxes, costs and expenses, including legal, consultant, accounting and other professional fees, and fees and costs actually incurred (or actions or proceedings in respect thereofcollectively, “Losses”) arise resulting from, arising out of or are based upon incurred by any untrue statement Purchaser Indemnitee in connection with, or alleged untrue statement otherwise with respect to: (a) any inaccuracy or breach of a material fact any representation or warranty made by the Seller in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to the Purchaser in connection with the transactions contemplated by this Agreement; (b) any breach by the Seller of any covenant or agreement contained in this Agreement or any Registration Statement under of the Ancillary Agreements; (c) except to the extent that the Seller has already made payments in respect of such amounts pursuant to Section 6.9(a) or to the extent that such amounts were taken into account as a current liability that actually reduced Final Net Working Capital, (i) any Tax imposed on or relating to the Company or its Subsidiaries with respect to any Pre-Closing Period; (ii) any Liabilities of the Company or its Subsidiaries for the Taxes of another Person (such as the Seller or Seller Parent) as a transferee or successor, by Contract (other than a commercial Contract the principal purpose of which is not Tax related) or by operation of law, where the Company or any of its Subsidiaries became a transferee or successor, entered into such securities were registered under Contract or the Securities Actrelationship or connection giving rise to such Liabilities arose prior to the Closing; (d) Cypress Creek Mine, any Prospectus or preliminary prospectus included thereinLLC, an Indiana limited liability company, or any amendment or supplement theretoof its assets, properties, rights, liabilities and obligations, or any omission other assets, properties, rights, liabilities and obligations related to the former Cypress Creek surface mine; (e) any Indebtedness or alleged omission Transaction Expenses to the extent not satisfied prior to the Closing or included in any Purchase Price adjustment pursuant to Section 2.4; (f) any notice from a Governmental Entity of a violation of the Mining Regulations in connection with the Mining Operations that has not been fully resolved prior to the Closing; (g) any items set forth on Section 4.12 of the Seller’s Disclosure Schedule; (h) any determination that any individual who provided services to the Mining Operations was improperly classified as an independent contractor or other non-employee status, or that the Company or any of its Subsidiaries was a joint employer or single employer or co-employer with any other entity associated with the Mining Operations, including (i) under any Plan, (ii) for taxation or Tax Reporting, and (iii) under the Fair Labor Standards Act or any similar state statute; (i) any Liens of the type set forth in clause (e) of the definition of Permitted Liens which have not been released prior to the Closing (which ultimately result in a material fact Loss to the Company or its Subsidiaries following the Closing); (j) the Contract Mining Agreements (other than with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Contractor Termination Royalties); (k) to the Issuer by such seller expressly for use extent set forth in Section 6.5(e)(ii), the preparation of Lafayette Pre-Closing Payments; and (l) any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementBenefit Plans.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser, its Affiliates and its and their respective partners, directors, officers, managers, members, consultants, contractors, employees, representatives or agents (each, a “Purchaser Indemnified Party”) from and against, and will pay to each director of Purchaser Indemnified Party the Issueramount of, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, claimswhether or not involving a Third Party Claim, damages arising out of (a) any breach of any representation or liabilitieswarranty made by the Seller in any of the Transaction Documents or certificates delivered by the Seller to the Purchaser in writing pursuant to this Agreement, joint (b) any breach of or severaldefault under any covenant or agreement of the Seller in any of the Transaction Documents, (c) any Excluded Assets or Excluded Liabilities and Obligations, and (d) any fees, expenses, costs, liabilities or other amounts incurred or owed by Seller or its Affiliates to which any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Issuer transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on Seller any recourse liability for the Purchased Assets because of the insolvency or any such directorother creditworthiness problems of the Licensee or the insufficiency of the Purchased Assets, officer, participating person whether as a result of the amount of cash flow resulting from sales or controlling person may become subject under licensing of the Securities Act Royalty Product or otherwise, insofar as such losses, claims, damages in each case unless resulting from the breach or liabilities (or actions or proceedings in respect thereof) arise out default by Seller of or are under any of the Transaction Documents, (ii) that results from the gross negligence, willful misconduct or fraud of any Purchaser Indemnified Party, (iii) that results from the failure of Licensee to perform any of its obligations under the Medco License Agreement, unless directly resulting from the breach or default by the Seller of or under the Medco License Agreement or hereunder or (iv) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any untrue statement or alleged untrue statement of a material fact contained in Purchaser Indemnified Party. Any amounts due to any Registration Statement under which such securities were registered under Purchaser Indemnified Party hereunder shall be payable by the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect Seller to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance Purchaser Indemnified Party upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdemand.

Indemnification by the Seller. In (a) The Seller agrees to hold the event Purchaser, the Deal Agent, the Swap Counterparty, any Secured Party, any Affected Party and any Affiliates of the Purchaser, the Deal Agent, Swap Counterparty, any Secured Party and any Affected Party and the Purchaser’s, the Deal Agent’s, any Secured Party’s, any Affected Party’s and their Affiliates’ officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against all out-of-pocket liabilities, out-of-pocket losses, out-of-pocket damages, judgments, out-of-pocket costs, out-of-pocket expenses, penalties or fines of any registration kind that may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Indemnified Amounts”) in any way relating to, arising out of or resulting from (i) the Facility, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility or any transaction or Transaction contemplated hereby or thereby, or any amendment, supplement, extension or modification of, or any waiver or consent under or in respect of, this Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased Item, the Pledged Collateral and any other collateral for the Facility, or any transaction or Transaction contemplated hereby or thereby, (ii) any Mortgage Asset, any Purchased Item, any Pledged Collateral or any other collateral for the Facility, (iii) any violation or alleged violation of, non-compliance with or liability under any Applicable Law (including, without limitation, violation of securities laws and Environmental Laws), (iv) ownership of, Liens on, security interests in or the exercise of rights and/or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any other collateral for the Facility, the Underlying Mortgaged Property, any other related Property or collateral or any part thereof or any interest therein or receipt of any Registrable Securities under Income or rents, (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Underlying Mortgaged Property, any other related Property or collateral or any part thereof, the Securities Act pursuant to Section 2.1 Purchased Items or 2.2on the adjoining sidewalks, each curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Underlying Mortgaged Property, any other related Property or collateral or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure on the part of the prospective sellers of such securitiesSeller, severally and not jointly, will indemnify and hold harmless the Issuer, each director Guarantor or the Pledgor to perform or comply with any of the Issuer, each officer terms of the Issuer who shall sign such Registration StatementMortgage Loan Documents, each the Repurchase Documents, the Purchased Items, the Pledged Collateral or any other person who participates as an underwritercollateral for the Facility, broker (viii) performance of any labor or dealer services or the furnishing of any materials or other property in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 respect of the Securities Act Underlying Mortgaged Property, any other related Property or Section 20 collateral, the Purchased Items or any part thereof, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Underlying Mortgaged Property, any other related Property or collateral, the Purchased Items or any part thereof or the Repurchase Documents, (x) any Taxes including, without limitation, any Taxes attributable to the execution, delivery, filing or recording of any Repurchase Document, any Mortgage Loan Document or any memorandum of any of the Exchange Actforegoing, (xi) any Lien or claim arising on or against the Underlying Mortgaged Property, any other related Property or collateral, the Pledged Collateral, the Purchased Items or any part thereof under any Applicable Law or any liability asserted against the Deal Agent, the Purchaser, any Secured Party or any Affected Party with respect thereto, (xii) the claims of any lessee or any Person acting through or under any lessee or otherwise arising under or as a consequence of any leases with respect to any Underlying Mortgaged Property, related Property or collateral, or any claims of a Borrower, (xiii) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof, by any Indemnified Party as a result of conduct of the Seller, the Pledgor or the Guarantor that violates any sanction enforced by OFAC, (xiv) any and all lossesIndemnified Amounts arising out of, claimsattributable or relating to, damages accruing out of, or liabilitiesresulting from (1) a past, joint present or severalfuture violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to which the Issuer Seller, the Pledgor, the Guarantor or any Borrower, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Seller, the Pledgor, the Guarantor or any Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to the Seller, the Guarantor, the Pledgor or any Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Repurchase Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents or (xv) any representation or warranty made or deemed made by the Seller, the Guarantor or any of their respective officers under or in connection with this Agreement or any other Repurchase Document, that shall have been false or incorrect in any material respect when made or deemed made or delivered, (xvi) the failure by the Seller, the Guarantor or any Servicer to comply with any term, provision or covenant contained in this Agreement, the Repurchase Documents, any Servicing Agreement or any agreement executed in connection with the foregoing agreements, or with any Applicable Law or with respect to any Purchased Items, or the nonconformity of any Purchased Items with any such directorApplicable Law, officer(xvii) the failure to vest and maintain vested in the Purchaser or Deal Agent as agent for the Secured Parties an undivided ownership interest in the Purchased Assets, participating person together with all Income, free and clear of any Lien (other than Permitted Liens) whether existing at the time of any Transaction or controlling person may become subject at any time thereafter, (xviii) the aggregate Repurchase Price for all Transactions exceeding the Maximum Amount on any Business Day, (xix) the failure to maintain perfection under the Securities Act UCC of any applicable jurisdiction or otherwiseother Applicable Laws with respect to any Purchased Items, insofar as whether at the time of any Transaction or at any subsequent time, (xx) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Borrower) of the Borrower to the payment with respect to any Purchased Item (including, without limitation, a defense based on the Purchased Item not being a legal, valid and binding obligation of such losses, claims, damages or liabilities (or actions or proceedings Borrower enforceable against it in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinaccordance with its terms), or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) other claim resulting from the sale of Registrable Securities pursuant the merchandise or services related to such Registration StatementPurchased Item or the furnishing or failure to furnish such merchandise or services, (xxi) any failure of the Seller, the Guarantor or any Servicer to perform its duties or obligations in accordance with the provisions of this Agreement, any Servicing Agreement or any of the other Repurchase Documents or any failure by the Seller, the Guarantor, any Servicer or any Affiliate of the Seller or the Guarantor to perform its respective duties under any Purchased Item, (xxii) the failure of the Seller, the Guarantor or any Servicer to remit any Income due hereunder to the Collection Account on or before the date such Income is required to be deposited therein (whether by the exercise of setoff rights or otherwise), (xxiii) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which a Borrower may be located as a result of the failure of the Seller to qualify to do business or file any notice or business activity report or any similar report, (xxiv) any action taken by the Seller, the Guarantor or any Servicer in the enforcement, collection or foreclosure of any Purchased Item, (xxv) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Purchased Assets or services that are the subject of any Purchased Item, (xxvi) any claim, suit or action of any kind or nature whatsoever arising out of or in connection with Environmental Laws including any vicarious liability, (xxvii) the failure by the Seller or the Guarantor to pay when due any Taxes for which the Seller or the Guarantor is liable, including, without limitation, sales, excise or personal property taxes payable in connection with the Purchased Items, (xxviii) any repayment by the Deal Agent, the Purchaser, any Secured Party or any Affected Party of any amount previously distributed in payment of the Repurchase Price, payment of Price Differential or the Aggregate Unpaids or any other amount due hereunder or under any Interest Rate Protection Agreement, in each case which amount the Deal Agent, the Purchaser, any Secured Party or any Affected Party believes in good faith is required to be repaid, (xxix) the commingling of Income on the Purchased Items at any time with other funds, (xxx) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Transactions or the security interest in the Purchased Items, (xxxi) any failure by the Seller to give reasonably equivalent value to the Transferors in consideration for the transfer by the Transferors to the Seller of any item of the Purchased Items or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code, (xxxii) the use of the proceeds of any Transaction in a manner other than as provided in this Agreement and the Purchase Agreements, (xxxiii) any Purchased Asset treated as or represented as an Eligible Asset or as satisfying the representations and warranties set forth in Schedule 1 that, at the applicable time, does not satisfy the foregoing criteria, (xxxiv) the exercise by any Borrower of any rights of setoff against the Seller, the Guarantor or any of their Affiliates or the exercise of any rights by a Borrower that impacts, impairs, reduces or diminishes any Income or any Purchased Asset, or (xxxv) the Seller’s, the Guarantor’s and/or the Pledgor’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Subsection 11.1(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Item, the Pledged Collateral or any other collateral for the Facility for any sum owing thereunder, or to enforce any provisions of any Purchased Item, the Pledged Collateral or any other collateral for the Facility, the Seller shall save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor, obligor or Borrower thereunder arising out of a breach by the Seller, the Guarantor or the Pledgor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor, obligor or Borrower or its successors from the Seller, the Guarantor or the Pledgor. The Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs, expenses and fees incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, the Repurchase Documents, the Mortgage Loan Documents and any transaction or Transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Subsection 11.1(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, the Guarantor, the Pledgor and/or any of their officers, directors, shareholders, employees or creditors, an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Notwithstanding the foregoing, if an Indemnified Amount is incurred under clause (xxxiii) above relating to a breach of any representation or warranty in Schedule 1 of this Agreement, the Deal Agent shall first pursue such loss under the provisions of Section 2.7 of this Agreement before pursuing such loss under this Article 11.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller agrees to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Buyer and each other personof its shareholders, if anyofficers and directors, who controls the Issuer or such other participating person within the meaning Affiliates, agents and employees from and against and in respect of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all damages, losses, claims, damages or liabilities, joint diminution of value, or several, to which the Issuer expenses suffered or incurred by any such directorparty (whether as a result of third party or other claims (whether valid or not), officerdemands, participating person suits, causes of action, proceedings, investigations, judgments or controlling person may become subject under the Securities Act liabilities or otherwise), insofar including reasonable costs of defense and reasonable attorneys' fees, assessed, incurred or sustained by or against any of them (in each case net of any tax benefits received, but only when such benefits are actually used by Buyer), with respect to, by reason of or arising out of (i) any breach of the representations or warranties of the Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or having "a Material Adverse Effect" qualification or limitation provided in any such lossesrepresentation and warranty in determining the existence and extent of any such breach), claims(ii) any breach or other failure to perform any covenant, damages agreement or liabilities obligation of the Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or actions having "a Material Adverse Effect" qualification or proceedings limitation provided in respect thereofany such covenant in determining the existence and extent of any such breach), (iii) arise any Excluded Liability (including without limitation any Excluded Liability that becomes, or is alleged to have become, a liability of the Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of law), (iv) any failure to obtain any required Consent, (v) any disposal or transport of Hazardous Substances by Seller or its Affiliates at or to property other than the Real Property, (vi) any liability under any sales contract that is an Assumed Contract resulting because Seller's obligations under such sales contract are past due as of the Closing, or (vii) any violation of Environmental Law or presence or release of Hazardous Substance at, arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller the Plants, the Business or the Real Property known by or made known to Seller prior to Closing (including but not limited to the violations of Environmental Law and presence or release of Hazardous Substances set forth in the Environmental Reports or on Schedule 4.1.11, each as updated by Seller or Buyer prior to Closing) (the "Seller Known Environmental Conditions"), in all cases subject to each of the terms, conditions and limitations set forth in this Article VII. In addition to and without limiting the generality of the foregoing, Seller (A) agrees to undertake, at its expense, all investigation, remediation and other response required by applicable Environmental Laws to be stated conducted as a result of the Seller Known Environmental Conditions, (B) shall indemnify and defend Buyer against any claim or liability arising out of such investigation, remediation and other response, and (C) shall indemnify and defend Buyer against any claim of or liability to any third party with respect to the Seller Known Environmental Conditions, all such environmental remediation to be controlled by Seller and conducted in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon accordance with applicable law and in conformity a manner that does not interfere unreasonably with written information furnished to Buyer's operation of the Issuer by such seller expressly for use in Plants or the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementBusiness following Closing; provided that the liability of each Seller's obligation to conduct such seller remediation or other response shall be in proportion to and limited to the net amount received work reasonably necessary to (1) address requirements imposed by such seller Environmental Laws and governmental authorities and (after deducting 2) continue operation of the Purchased Assets for the purposes operated as of the date hereof. Imposition of institutional or engineering controls acceptable to all governmental authorities with jurisdiction shall be deemed an acceptable means of remediation for the purposes of this Agreement; provided, further, that they do not result in any underwriting discount and expenses) from substantial loss, cost, expense, loss of production or profits, loss of value, interference with operations (whether existing or planned), or risk of claims or liability of, to or against Buyer or the sale Purchased Assets (or any of Registrable Securities pursuant to such Registration Statementthem).

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerPurchaser and its officers, each director of the Issuerdirectors, each officer of the Issuer who shall sign such Registration Statementemployees and agents, each other person who participates as an underwriterincluding its investment advisor, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person Purchaser within the meaning of Section 15 of the Securities Act Act, against any losses, claims, damages, liabilities or Section 20 of expenses to which such persons may become subject, under the Act, the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person other federal or controlling person may become subject under the Securities Act state statutory law or otherwise, regulation insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Shelf Registration Statement, including any Registration Statement under which such securities were registered under information deemed to be a part thereof as of the Securities Acttime of effectiveness pursuant to paragraph (b) of Rule 430A, any Prospectus or preliminary prospectus included thereinpursuant to Rule 434 of the Rules and Regulations, or the Resale Prospectus, or any amendment or supplement thereto, or any the omission or alleged omission to state in any of them a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleading if misleading, and will reimburse such persons for any legal and other expenses as such expenses are reasonably incurred by such persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Shelf Registration Statement, the Resale Prospectus or any amendment or supplement of the Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Issuer Seller by such seller or on behalf of any Purchaser expressly for use in the preparation of any such Shelf Registration Statement, Statement or the Resale Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In (a) The Seller agrees, subject to the event other terms and conditions of this Agreement, to indemnify the Buyer and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Buyer Indemnified Party") against and hold them harmless from all Losses (as defined in Section 9.2) arising out of (i) the breach of any registration representation or warranty of the Seller contained herein, (ii) any breach of any Registrable Securities under the Securities Act pursuant to Section 2.1 covenant or 2.2, each agreement of the prospective sellers Seller contained herein, (iii) any Environmental Liabilities and Costs associated with the Seller's real property located at 0000 Xxxx Xxxxx Xxxxxx in Chicago, Illinois, (iv) any claim arising under Section 5 of the Xxxxxxx Agreement that the Seller, or its assignee, has failed to purchase from Tongeren Manufacturing Company the dry xxxx relay and TAP automation tooling, fixtures and equipment set forth on Exhibit D to the Xxxxxxx Agreement and (v) the Seller's operation of the Business prior to the Closing Date other than those liabilities set forth on the Closing Statement and SCHEDULE 4.8 attached hereto. Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor any action commenced against the Seller for breach of any representation or warranty contained herein, unless written notice of such securities, severally claim or action is received by the Seller describing in detail the facts and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact circumstances with respect to the subject matter of such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement action on or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by thirtieth (30th) day after the date on which the representation or warranty on which such seller expressly for use claim or action is based ceases to survive as set forth in the preparation of any Section 8.1, and such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement; provided that the liability of each such seller shall be in proportion to and limited action arose on or prior to the net amount received by date such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant representation or warranty ceased to survive, in which case such representation or warranty, will survive as to such Registration Statementclaim until such claim has been finally resolved.

Indemnification by the Seller. In the event of any registration of any Seller's Registrable Securities pursuant under the Securities Act pursuant to Section 2.1 or 2.2Act, each of the prospective sellers of such securitiesSeller will, severally and not jointlyhereby does, will indemnify and hold harmless the IssuerBuyer, each director of the Issuerits attorneys, each officer of the Issuer who shall sign such Registration Statementaccountants, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities underwriters and each other personPerson, if any, who controls the Issuer or such other participating person Buyer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Buyer or any such director, officer, participating person or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (on the effective date thereof) in any Registration Statement registration statement under which such securities Seller's Shares were registered under the Securities Act, any Prospectus preliminary prospectus, prospectus subject to completion or preliminary final prospectus included contained therein, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading if misleading, in each case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in said registration statement, said preliminary prospectus, prospectus subject to completion or said amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer Buyer by such seller expressly Seller specifically for use in the preparation of thereof, and Seller will reimburse the Buyer and each such other person for any legal or any other expenses reasonably incurred by the Buyer or such other person in connection with investigating or defending any such Registration Statementloss, Prospectusclaim, preliminary prospectusdamage, amendment liability or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementaction.

Indemnification by the Seller. In (a) Subject to the event of any registration of any Registrable Securities under limitations set forth herein, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and defend Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless the Issuerfrom, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, damages, claims (including third party claims), damages charges, liability, action, suit, proceeding, interest, penalties, Taxes, costs and expenses (including reasonable legal, consultant, accounting and other professional fees and fees and costs incurred in enforcing rights under this Section 6.2) (collectively, “Losses”) resulting from, arising out of, or liabilitiesincurred by any Buyer Indemnitee in connection with, joint or several, to which otherwise with respect to: (i) any inaccuracy or breach of any representation or warranty of the Issuer Seller contained in this Agreement or any such directorof the Ancillary Agreements (without regard and without giving effect to any “materiality”, officer, participating person “material adverse effect” or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact similar qualification contained in any Registration Statement under which such securities were registered under representation or warranty); (ii) any breach, non-compliance, violation or non-fulfillment of any covenant or agreement of the Securities Act, any Prospectus or preliminary prospectus included therein, Seller contained in this Agreement or any amendment of the Ancillary Agreements (without regard and without giving effect to any “materiality”, “material adverse effect” or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated similar qualification contained in any such Registration Statementcovenant or agreement); (iii) any Excluded Liability (including any Liability arising from the ownership or operation of the Business or the ownership, Prospectus, preliminary prospectus, amendment use or supplement or necessary to make operation of the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Purchased Assets at any time prior to the Issuer by such seller expressly for use in Effective Time) regardless of whether or not the preparation of Seller Disclosure Schedule discloses any such Registration StatementExcluded Liability; (iv) any fees, Prospectusexpenses or other payments incurred or owed by the Seller to any agent, preliminary prospectusbroker, amendment investment banker or supplementother firm or person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided that and (v) fraudulent transfer Laws or the liability of each such seller shall be in proportion failure to comply with any bulk sales Laws and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementsimilar Laws.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, The Seller shall indemnify each of the prospective sellers of such securitiesSurviving Corporation and the Purchasers and their respective Affiliates, severally shareholders (other than the Seller), partners, officers, directors, employees, agents, representatives, successors and not jointlypermitted assigns (collectively, will indemnify the "COMPANY PARTIES") and save and hold each of them harmless the Issueragainst and pay on behalf of or reimburse such Company Parties as and when incurred for any loss, each director liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the Issuerforegoing) (collectively, each officer "LOSSES"), which any such Company Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Company or dealer in the offering Seller under this Agreement or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act Schedules or Section 20 Exhibits attached hereto, or in any of the Exchange Actcertificates or other instruments or documents furnished by the Company or the Seller pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant, against any and all losses, claims, damages agreement or liabilities, joint other provision by the Company or several, to which the Issuer Seller under this Agreement or any such directorof the Schedules and Exhibits attached hereto required to be performed or complied with by the Company or the Seller; (c) any claim by any Person (other than the Purchasers) with respect to, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar arising as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actresult of, any Prospectus Company Transaction (other than the Company Transaction that is the subject of this Agreement); or preliminary prospectus included therein, or (d) any amendment or supplement thereto, or of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT the Seller shall not have any omission or alleged omission to state a material fact liability under clause (a) above (other than with respect to the Unlimited Warranties and the representations and warranties set forth in Paragraphs 5R(Tax Matters) and 5AA (Indebtedness)) unless the aggregate of all Losses relating thereto for which the Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000 (at which point the Seller will be obligated to indemnify the Company Parties from and against all such seller required Losses relating back to the first dollar); and PROVIDED, FURTHER, that the Seller's aggregate liability under clause (a) above (other than with respect to the Unlimited Warranties and the representations and warranties 52 set forth in Paragraphs 5W (Environmental, Health and Safety Matters), 5AA (Indebtedness) and 6R(Tax Matters)) shall in no event exceed $7,500,000 (it being understood, however, that nothing in this Agreement (including this Paragraph 9B) shall limit or restrict any of the Company Parties' right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). All indemnification payments under this Paragraph 9B shall be deemed to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished adjustments to the Issuer by such seller expressly for use Repurchase Price set forth in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementParagraph 1B above.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilities, joint other expenses (“Losses”) incurred by such Indemnified Person or several, to which asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or any amendment with the Seller’s consent or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished the Seller’s actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) arising due to the Issuer by such seller expressly for use deterioration in the preparation credit quality or market value of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Loans or supplement; provided that the liability of each such seller shall be in proportion to and limited other Transferred Collateral to the net amount received extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its affiliates, (B) resulting from claims solely among the Indemnified Persons and (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such seller Loss resulted from (after deducting i) the gross negligence, willful misconduct or fraud of such Indemnified Person or (ii) a material breach of such Indemnified Person’s express obligations under any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementTransaction Document.

Indemnification by the Seller. In the event of any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to Section 2.1 Sections 2 or 2.23 hereof, each seller of the prospective sellers of Registrable Securities included in such securities, severally and not jointly, registration will indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 5(a)) the Company, each director affiliate of the IssuerCompany and their respective directors, each officer officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the Issuer who shall sign such Registration Statementforegoing), each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and all other sellers of Registrable Securities covered by such registration statement, each affiliate of such seller and their respective directors, officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other personPerson, if any, who controls the Issuer Company or such other participating person underwriter or such seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which or omission or alleged omission from such securities were registered under the Securities Actregistration statement, any Prospectus preliminary, final or preliminary summary prospectus included contained therein, or any amendment or supplement theretosupplement, to the extent that such untrue statement or any alleged untrue statement or omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer Company by such seller expressly specifically for use in the preparation of any such Registration Statementregistration statement, Prospectuspreliminary, preliminary prospectus, final or summary prospectus or amendment or supplement; provided that , or a document incorporated by reference into any of the foregoing. In no event shall the liability of each such seller shall any selling Holder of Registrable Securities hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from Holder upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or any such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. In Subject to the event limitations set forth in this Article 12 and any other express provision of any registration of any Registrable Securities under this Agreement, the Securities Act pursuant to Section 2.1 or 2.2Seller shall indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the Issuer, each director Purchaser’s Indemnitees from and against any Indemnification Loss incurred by any Purchaser Indemnitee (a) arising out of the Issuer, each officer breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates Seller set forth in Section 4.1 of this Agreement when made or at and as an underwriter, broker or dealer in of the offering or sale Closing Date as though made as of such securities date and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (b) for (i) any and all lossesTaxes for Pre-Closing Tax Periods, claims, damages or liabilities, joint or several, to (ii) any Taxes which may be imposed upon the Issuer Company or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities of its Subsidiaries (or actions or proceedings in respect thereofany successor to any of the foregoing) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, pursuant to Treasury Regulations Section 1.1502-6 (or any amendment similar provision of state, local or supplement thereto, or any omission or alleged omission to state a material fact foreign law) with respect to such seller any taxable period by reason of the inclusion of the Company or any of its Subsidiaries (or any predecessor to any of the foregoing), at any time prior to or including the Closing Date, in any “affiliated group of corporations” as defined for purposes of Code Section 1504(a), and (iii) any amounts required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make paid by the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished Purchaser to the Issuer Internal Revenue Service or any state or local taxing authority by such seller expressly reason of or in connection with a determination by any taxing authority or the Purchaser that any of the Company or its Subsidiaries had, as of the Closing Date, any current or accumulated earnings and profits (as calculated for use in federal income tax purposes), with the preparation indemnification hereunder to include, but not be limited to, any Taxes required to be paid by the Purchaser because distributions made by the Purchaser after the Closing Date are treated as distributions of any such Registration Statementearnings and profits rather than as dividends that are deductible in computing the “real estate investment trust taxable income” of the Purchaser under Code Section 857(b), Prospectusany payment made by the Purchaser in connection with any Deficiency Dividend paid by the Purchaser in connection with or as a result of any such determination, preliminary prospectus, amendment or supplement; provided that and/or any interest charge required to be paid by reason of the liability application of each such seller shall be in proportion to and limited the principles of Code Section 852(e)(3) to the net amount received Purchaser by such seller (after deducting any underwriting discount reason of it being determined to have earnings and expenses) from profits of a “C corporation” as a result of the sale Purchaser’s acquisition of Registrable Securities pursuant to such Registration Statementthe Company Shares.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will The Seller shall indemnify and hold harmless the IssuerPurchaser from and against, each director all costs, fees, liabilities, losses, Taxes, charges, claims, expenses and damages, including, without limitation, reasonable legal fees and expenses (both those incurred in connection with the defense or prosecution of the Issuerindemnifiable claim and those incurred in connection with the enforcement of this provision) and costs of investigation, each officer actually incurred or as and when actually paid by the Purchaser, its agents or Affiliates, or any of their respective subsidiaries or Affiliates, or any of their respective officers, directors or employees, (collectively, “Purchaser Losses”) as a result of: any misrepresentation contained in or breach of or failure to perform any representation, warranty, covenant or agreement of the Issuer who shall sign such Registration StatementSeller contained in this Agreement or any other Transaction Document; provided, each other person who participates as an underwriterhowever, broker or dealer in that notwithstanding the offering or sale of such securities and each other personforegoing, if anyat Closing, who controls Purchaser’s Chief Executive Officer or Chief Financial Officer has actual knowledge based upon any document given by Seller to such Chief Executive Officer or Chief Financial Officer prior to Closing that Seller has breached a representation or warranty or failed to perform a covenant or agreement, Purchaser’s election to complete the Issuer transaction herein contemplated shall act as a waiver of Purchaser’s right to claim indemnity by Seller for said breach or such other participating person within the meaning of Section 15 failure; any Taxes of the Securities Act or Section 20 Seller in respect of the Exchange ActBusiness with respect to any Tax year or portion thereof for any Pre-Closing Period, as well as the unpaid Taxes of any Person (other than the Seller) under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise; any Retained Liabilities, Non-Business Assets and Excluded Assets; the actual or threatened commencement of any proceeding, suit or action against the Seller, the Purchaser or any Affiliate thereof, or any director, officer or employee of any of them, arising out of actions taken or omitted to be taken prior to the Closing by the Seller or its agents in respect of the Business or the Acquired Assets, which, if determined adversely (regardless of the actual determination thereof) would result in a Purchaser Loss which is indemnifiable under the provisions of this Section 9(a) (any such pending or threatened proceeding, suit or action being a “Purchaser Covered Action”); or any and all lossesactions, claimssuits, damages proceedings, claims or liabilities, joint demands incident to any of the foregoing or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementindemnifications.

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2limitations on indemnification set forth in this Article VIII, each of the prospective sellers of such securitiesSellers, Other Seller Parties and Trust Beneficiaries, severally and not jointly, will indemnify based on its respective Pro Rata Share, shall indemnify, defend and hold harmless the IssuerBuyer and its Affiliates and, from and after the Closing, each director of the IssuerAcquired Company, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personof their respective directors, if anyofficers, who controls partners, members, managers, employees and shareholders (collectively, the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, “Buyer Indemnified Parties”) from and against any and all damages, losses, claimsdeficiencies, damages diminution in value, actions, judgments, costs, expenses, debts, penalties, fines, liabilities and obligations (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) of or liabilitiesagainst any of the Buyer Indemnified Parties resulting from, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are relating to: (a) any breach of any representation or warranty made by the Company or such Seller in this Agreement or any Company Ancillary Document or any Seller Ancillary Document; (b) any breach or non-fulfillment of any covenant or agreement of the Company set forth in this Agreement or any Seller Ancillary Document; (c) any claim by any Person for a brokerage or finder’s fee or commissions or similar payments based upon or arising out of the transactions contemplated by this Agreement and engaged by any untrue statement Acquired Company or alleged untrue statement any Seller; (d) any Designated Liabilities; (e) any Litigation Liabilities incurred by the Buyer or the Company related to any claim, complaint, audit, investigation or similar action by a participant, beneficiary, fiduciary, the participant’s representative, the U.S. Department of a material fact contained Labor, the IRS, or similar entity in connection with any Registration Statement under which such securities were registered under Employee Benefit Plan described in Section 6.6(a) related to events that occur prior to the Securities ActClosing Date; provided that there shall be no duplicative payments or indemnities by the Sellers. The right to indemnification or any other remedy based on warranties, representations, covenants and agreements in this Agreement shall not be affected by any Prospectus or preliminary prospectus included thereininvestigation conducted with respect to, or any amendment knowledge acquired (or supplement theretocapable of being acquired) at any time, whether before or any omission after the execution and delivery of this Agreement or alleged omission to state a material fact the Closing Date, with respect to such seller required to be stated in the accuracy or inaccuracy of or compliance with, any such Registration Statementrepresentation, Prospectuswarranty, preliminary prospectus, amendment covenant or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation agreement. The waiver of any condition based on the accuracy of any warranty or representation, or on the performance of or compliance with any covenant or agreements, will not affect the right to indemnification or any other remedy based on such Registration Statementwarranties, Prospectusrepresentations, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to covenants and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementagreements.

Indemnification by the Seller. In the event of any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to Section 2.1 Sections 2 or 2.23 hereof, each seller of the prospective sellers of Registrable Securities included in such securities, severally and not jointly, registration will indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 5(a)) the Company, each director affiliate of the IssuerCompany and their respective directors, each officer officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the Issuer who shall sign such Registration Statementforegoing), each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and all other sellers of Registrable Securities covered by such registration statement, each affiliate of such seller and their respective directors, officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the foregoing) and each other personPerson, if any, who controls the Issuer Company or such other participating person underwriter or such seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which or omission or alleged omission from such securities were registered under the Securities Actregistration statement, any Prospectus preliminary, final or preliminary summary prospectus included contained therein, or any amendment or supplement theretosupplement, to the extent that such untrue statement or any alleged untrue statement or omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer Company by such seller expressly specifically for use in the preparation of any such Registration Statementregistration statement, Prospectuspreliminary, preliminary prospectus, final or summary prospectus or amendment or supplement; provided that , or a document incorporated by reference into any of the foregoing. In no event will the liability of each such any seller shall of Registrable Securities hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from Holder upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or damages, liabilities, joint costs or several, to which other expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or with the Seller’s consent or in conformity with the Seller’s actions or omissions, in each case whether or not such Indemnified Person is a party to any amendment such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) that have the effect of recourse (except as otherwise provided herein) for uncollectible Transferred Loans or supplement thereto, otherwise arising due to the deterioration in the credit quality or market value of the Transferred Loans to the extent that such credit quality or market value does not constitute a breach of any representation or warranty by the Seller or any omission of its affiliates under this Agreement, (B) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted from the gross negligence, willful misconduct or alleged omission fraud of such Indemnified Person or (C) if any such Loss results from a claim brought by the Seller or its Affiliates against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Facility Document, if the Seller or such Affiliate has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, further, that for the avoidance of doubt, the obligations of the Seller set forth in Section 6.1 shall constitute the sole recourse to state a material fact the Seller with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementWarranty Loan.

Indemnification by the Seller. In the event of The Company may require, as a condition to including any Registrable Stock in any registration of any Registrable Securities under the Securities Act statement filed pursuant to Section 2.1 2 or 2.24 hereof, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, severally and not jointly, will Prospective Seller to indemnify and hold harmless the Issuersuch Person, each director of the Issuersuch Person, each officer of the Issuer such Person who shall sign such Registration Statementregistration statement, each other person Person who participates as an underwriter, broker or dealer underwriter (if such underwriter so requests) in the offering or sale of such securities and each other personPerson, if any, who controls the Issuer Company or any such other participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses (including reasonable costs of investigation and reasonable legal expenses), joint or several, to which the Issuer or any such director, officer, participating person or controlling person Person may become subject under the Securities Act or otherwisesubject, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus, final prospectus or preliminary summary prospectus included contained therein, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading misleading, if such actual or alleged statement or omission described in (i) or (ii) above was made in reliance upon and in conformity with written information furnished to the Issuer such Person through an instrument duly executed by such seller expressly Prospective Seller specifically stating that it is for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that . The indemnification obligations of any Prospective Seller shall not be greater than the liability dollar amount of each such seller shall be in proportion to and limited to the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from Prospective Seller upon the sale of the Registrable Securities pursuant Stock giving rise to such Registration Statementobligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person or any such director, officer, participating Person or controlling Person and shall survive the transfer of such securities by such Prospective Seller.

Indemnification by the Seller. In To the event of any registration of any Registrable Securities under extent permitted by law, the Securities Act pursuant to Section 2.1 or 2.2Holder will indemnify the Company, each of the prospective sellers of such securities, severally its directors and not jointly, will indemnify and hold harmless the Issuerofficers, each director underwriter, if any, of the Issuer, each officer of the Issuer who shall sign Company's securities covered by such a Registration Statement, each other person who participates as an underwriter, broker or dealer in controls 8 the offering or sale of such securities and each other person, if any, who controls the Issuer Company or such other participating person underwriter within the meaning of Section 15 of the Securities Act or Act, and each other person selling the Company's securities, covered by such Registration Statement, each of such person's officers and directors and each person controlling such persons within the meaning of Section 20 15 of the Exchange Act, against any and all claims, losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such Registration Statement under which such securities were registered under the Securities ActStatement, any Prospectus prospectus, offering circular or preliminary prospectus included therein, or any amendment or supplement theretoother document, or any omission (or alleged omission omission) to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading if misleading, or any violation by the Holder of any rule or regulation promulgated under the Act applicable to the Holder and relating to action or inaction required of the Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, such other persons, such directors, officers, persons, underwriters or control persons for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission was (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Issuer Company by such seller expressly the Holder specifically for use therein. In addition, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preparation preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final prospectus filed pursuant to applicable rules of the Commission or in any such Registration Statementsupplement or addendum thereto, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller indemnity agreement herein shall be in proportion to and limited not inure to the net amount received by such seller (after deducting benefit of the Company, any underwriting discount and expenses) from underwriter if a copy of the sale of Registrable Securities final prospectus filed pursuant to such Registration Statementrules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Act.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Issuer or any such other participating person Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, employee, participating person Person or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Seller. (a) In the event that, during the Indemnification Period there is (i) a breach (or an alleged breach) of any registration of the representations or warranties made by, or any breach of or failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by any of the Acquired Companies of facilities in respect of any Registrable Securities under periods prior to the Securities Act Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to any of the foregoing and, if there is an applicable survival period pursuant to Section 2.1 or 2.28.1, each then, provided that the Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of the prospective sellers of such securities, severally One Hundred Thousand Dollars ($100,000.00) in out-of-pocket expenses and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates costs as an underwriter, broker or dealer in the offering or sale of such securities and each other personreduced by Tax benefits, if any, who controls the Issuer or such other participating person within the meaning (as provided in Section 8.2(c) of Section 15 this Agreement) in connection with any of the Securities Act or foregoing (the "Threshold Amount"), then thereafter the Seller agrees (subject to the limitations set forth in this Section 20 8.2) to indemnify the Buyer and its Affiliates, directors, officers. employees, stockholders, the Buyer's Representatives and agents (collectively, the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the Exchange Actclaim for indemnification (including any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the end of the applicable survival period) resulting from, against arising out of, relating to, in the nature of, or caused by any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities breach (or actions alleged breach) of the foregoing; provided, however, there will be a Two Million Five Hundred Thousand Dollars ($2,500,000.00) aggregate ceiling on the obligation to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, arising out of, or proceedings relating to, the items identified in this Article VIII. The right to indemnification or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinto, or any amendment Knowledge acquired except for Knowledge acquired directly from a Schedule attached hereto or supplement theretodirectly from written documentation provided by the Seller to the Buyer, whether before or any omission after the execution and delivery of this Agreement or alleged omission to state a material fact the Closing Date, with respect to such seller required to be stated in the accuracy or inaccuracy of or compliance with, any such Registration Statementrepresentation, Prospectuswarranty, preliminary prospectuscovenant, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementobligation.

Indemnification by the Seller. In the event of connection with any registration of Registration Statement in which any Registrable Securities under the Securities Act Seller is participating pursuant to Section 2.1 10.1, Section 10.2 or 2.2Section 10.5 hereof, each of Seller shall promptly furnish to the prospective sellers of Parent in writing such securities, severally information with respect to such Seller as the Parent may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Parent by such Seller not jointly, will materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Seller necessary in order to make the statements therein not misleading. Each Seller agrees to indemnify and hold harmless the IssuerParent, each director of its partners, directors, officers, Affiliates, any underwriter retained by the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Parent and each other person, if any, Person who controls the Issuer Parent or such other participating person underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) from and against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise Liabilities arising out of or are based upon any untrue statement untrue, or alleged untrue allegedly untrue, statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities ActStatement, any Prospectus prospectus or preliminary prospectus included therein, (as amended or supplemented if the Parent shall have furnished any amendment amendments or supplement supplements thereto, ) or arising out of or based upon any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading (or in the case of any prospectus, in light of the circumstances such statements were made), but if and only to the extent that such Liability arises out of or is based upon any untrue statement or alleged omission or alleged untrue statement or omission was made contained in such Registration Statement, preliminary prospectus or final prospectus in reliance upon and in conformity with written information concerning such Seller furnished to the Issuer in writing by such seller Seller expressly for use in the preparation of any such Registration Statementtherein, Prospectusprovided, preliminary prospectushowever, amendment or supplement; provided that the liability of total amount to be indemnified by each such seller Seller pursuant to this Section 10.11(b) shall be in proportion to and limited to such Seller’ pro rata portion of the net amount proceeds (after deducting the underwriters’ discounts and commissions) received by such seller (after deducting any underwriting discount and expenses) from Seller in the sale of Registrable Securities pursuant offering to such which the Registration StatementStatement or prospectus relates.

Indemnification by the Seller. In From and after the event of any registration of any Registrable Securities under Closing, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will Seller shall indemnify and hold Buyer and its Affiliates, and their respective directors, officers, employees, shareholders, agents, successors and assigns (“Buyer Indemnified Parties”) harmless the Issuer, from and defend each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities them from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdemands, claims, damages or actions, liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claimscosts, damages or liabilities expenses whatsoever, including, without limitation, reasonable attorneys’ fees and expenses (or actions or proceedings and costs and reasonable attorneys’ fees in respect thereofof any suit to enforce this provision) arise (collectively, “Damages”) asserted against, imposed upon or incurred by Buyer Indemnified Parties resulting from or arising out of (i) any alleged inaccuracy or are based upon breach of any untrue statement representation or alleged untrue statement warranty of a material fact Seller contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinthis Agreement, or any amendment claim by a third party which, if true, would constitute such breach or supplement theretoinaccuracy; (ii) any breach of any covenant or obligation of Seller contained in this Agreement; (iii) any liability of the Seller or the Business other than the Assumed Liabilities; (iv) any Permitted Liens; and (v) the imposition of a fee, increase in the rent or any omission or alleged omission commencement of eviction proceedings as a result of the failure to state a material fact with respect secure prior to such seller Closing the consents to the assumption by Buyer of the real estate leases and the consents to the subleases between Buyer and Seller of the real estate set forth on Exhibit 9.1(v) attached hereto. Notwithstanding anything contained herein to the contrary, but subject to the last sentence of this Section 9.1, (A) the Seller shall not be required to indemnify a Buyer Indemnified Party under clause (i) of the first sentence of this Section 9.1 unless the aggregate cumulative sum of all amounts for which indemnity would otherwise be stated due under clause (i) of the first sentence of this Section 9.1 exceeds the Deductible, in any which case the Seller shall only be responsible for such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make excess and (B) the statements therein Seller’s aggregate maximum liability for indemnification under clause (i) of the first sentence of this Section 9.1 shall not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to exceed the Issuer by such seller expressly for use Cap. The limitations set forth in the preparation immediately preceding sentence shall not apply to Damages arising from any inaccuracy or breach of any such Registration Statementthe representations or warranties contained in Sections 4.2 (Authority, Prospectusetc.), preliminary prospectus4.4 (Tax Matters), amendment or supplement4.10 (Compliance with Law; provided that the liability of each such seller shall be in proportion to Necessary Authorizations), 4.14 (Environmental Matters) and limited to the net amount received by such seller 4.15 (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementNo Brokers).

Indemnification by the Seller. In Subject to the event of any registration of any Registrable Securities under limitations, conditions and restrictions set forth in this Agreement, the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally Seller and not jointly, will its successors and assigns shall indemnify and defend the Buyer Indemnified Parties and hold them harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLosses of or against the Buyer Indemnified Parties after the Closing to the extent resulting from, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon relating to (i) any untrue statement breach as of the date hereof or alleged untrue statement as of a material fact contained the Closing Date of any representation or warranty made by the Company or Seller in the Transaction Documents, (ii) any Registration Statement under which such securities were registered under breach or non-fulfillment of any agreement or covenant of the Securities ActCompany, any Prospectus or preliminary prospectus included thereinSeller, or any amendment of the individuals party hereto contained in the Transaction Documents which are to be performed prior to Closing, (iii) any breach or supplement theretonon-fulfillment of any agreement or covenant of the Seller, or any omission of the individuals party hereto contained in the Transaction Documents which are to be performed after the Closing, (iv) the amount by which the Final Purchase Price is less than the Estimated Purchase Price, (v) the amount of any ESOP Liability, (vi) Pre-Closing Taxes (except to the extent any such Pre-Closing Taxes have been taken into account for purposes of calculating the Capitalization Amount), (vii) the amount of any fines, penalties or alleged omission to state a material fact taxes, incurred by the Company with respect to such seller required Section 409A of the Code relating to be stated in matters occurring at or prior to the Closing, including, but not limited to, any such Registration Statementfines, Prospectuspenalties or taxes arising prior to or after the Closing in connection with the Award Program, preliminary prospectus(viii) the Membership Interest Purchase Agreement between Electric Power Research Institute, amendment or supplement or necessary to make Inc., EPRI Solutions, Inc., the statements therein Company, Global Energy Partners, LLC and Xxxx Xxxxxxxx; (ix) any breach of Article 11, (x) any Transaction Expenses that arise after the Closing that are not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use otherwise included in the preparation calculation of the Capitalization Amount and (xi) any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that failure of the liability of each such seller shall be in proportion Company to and limited properly withhold for Taxes with respect to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant compensation prior to such Registration StatementClosing.

Indemnification by the Seller. In Subject to the event limitations set forth herein, following the Closing, the Seller shall indemnify and defend the Purchaser its Affiliates and (including the Company and its Subsidiaries) and their respective officers, directors, employees, agents and representatives (the “Purchaser Indemnified Parties”) against, and shall hold the Purchaser Indemnified Parties harmless from, any loss, liability, claim, charge, action, suit, proceeding, penalty, damage, expense (including reasonable fees of attorneys or other expenses incurred in connection with any Actions related to any claim for indemnification) or Tax (collectively, “Losses”) resulting from, arising out of, or incurred by any Purchaser Indemnified Party in connection with (a) any breach of any registration representation or warranty of the Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, (b) any breach of any Registrable Securities covenant or agreement of the Seller contained in this Agreement, (c) (i) any and all Taxes imposed on, allocated or attributable to or incurred or payable by the Company or any of its Subsidiaries (or any predecessor thereof) for any Pre-Closing Period; (ii) any and all Taxes imposed on any member of a consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor thereof) is or was a member on or prior to the Closing Date, by reason of the liability of the Company or any of its Subsidiaries (or any predecessor thereof), pursuant to Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) any failure by the Securities Act Seller to timely pay any and all Taxes required to be borne by the Seller pursuant to Section 2.1 or 2.25.11(a) (Transfer Taxes); and (iv) any Taxes resulting from, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement on the Section 338(h)(10) Election, (d) all Indebtedness of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon Company and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to its Subsidiaries and limited to the net amount received by such seller (after deducting any underwriting discount and expensese) from the sale of Registrable Securities pursuant to such Registration Statementall Transaction Expenses.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller agrees to Section 2.1 or 2.2indemnify, each of the prospective sellers of such securities, severally and not jointly, will indemnify defend and hold harmless the IssuerPurchaser and each of its Affiliates, officers, directors, employees, members, agents, successors, transferees and assigns (each director of the Issuerforegoing a "Purchaser Indemnified Party") from and against all Losses incurred by any of them based upon, each officer resulting from or arising out of (i) the breach of any representation or warranty of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Seller contained in this Agreement or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act Ancillary Documents, (ii) the breach of any covenant or Section 20 agreement of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer Seller contained in this Agreement or any such directorof the Ancillary Documents, officer(iii) the failure of the Seller to pay, participating person perform or controlling person may become subject under discharge, when due, any of the Securities Act Excluded Liabilities, (iv) any of the Excluded Assets, (v) Environmental Costs in excess of $250,000, whenever incurred, based upon, arising from or otherwiserelated to any conditions, insofar as such lossesevents, claimscircumstances, damages or liabilities (or facts, activities, practices, incidents, actions or proceedings in respect thereofomissions occurring or existing on or prior to the Closing Date (x) arise out at, on, under, about, within or migrating from or onto any property currently or formerly owned, leased or operated by the Seller or any of its predecessors, or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under (y) otherwise related to the Securities Act, any Prospectus or preliminary prospectus included thereinSeller, or any amendment other related entity of the Seller or supplement theretoany of its subsidiaries, or any omission divested entity, business, facility or alleged omission property of the Seller or any of their predecessors or related entities, in each case regardless of whether such Environmental Costs are known, unknown, disclosed, undisclosed, fixed or contingent, and in each case including, without limitation, any such Environmental Costs arising from the use, storage, handling, treatment, processing, disposal, generation, transportation or release of any Hazardous Substances at any on-site or off-site location on or prior to state a material fact the Closing Date. Anything in Section 8.03 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or warranty contained in this Agreement or any of the Ancillary Documents, unless prompt written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplementaction; provided that the liability failure of each such seller the Purchaser to give the Seller prompt notice as provided herein shall be in proportion to and limited not relieve the Seller of its obligations hereunder, except to the net amount received by such seller (after deducting any underwriting discount and expenses) from extent that the sale of Registrable Securities pursuant to such Registration StatementSeller is prejudiced thereby.

Indemnification by the Seller. In (a) The Seller agrees, ----------------------------- subject to the event other terms and conditions of this Agreement, to indemnify the Purchaser and its Affiliates, officers, directors, employees, agents, representatives, successors and assigns (each a "Purchaser Indemnified Party") --------------------------- against and hold them harmless from all Losses actually incurred by them arising out of or relating to (i) the breach of any registration representation or warranty of the Seller herein (other than breaches of representations or warranties in Section 3.13 or breaches of representations or warranties in Section 3.14 that are not qualified by knowledge) or in the Ancillary Agreements (provided, however, that -------- ------- if any portion of any Registrable Securities representation or warranty is qualified by "materiality", "Material Adverse Effect" or similar qualifier, for purposes of determining whether such representation or warranty has been breached for purposes of this Section 9.03(a)(i) such portion of such representation or warranty shall be read as is if not so qualified), (ii) the breach of any covenant or agreement of the Seller herein or in the Ancillary Agreements, (iii) all Liabilities to any Person arising under or in connection with the Securities Act agreements set forth in Section 9.03(a) of the Disclosure Schedule (iv) all Liabilities arising under or in connection with the Xxxxxxxxx Litigation and (v) the Excluded Liability. Notwithstanding anything in Article IX to the contrary, the sole remedy for breach of the representations, warranties, covenants and agreements arising under Section 3.18 and Article VII shall be pursuant to Article VII. Notwithstanding anything in this Article IX to the contrary, no claim may be asserted nor may any action be commenced against the Seller pursuant to Section 2.1 9.03(a)(i) or 2.2Section 9.03(c) unless written notice of such claim or action is received by the Seller describing in reasonable detail, each in light of the prospective sellers of such securitiesinformation available to the Purchaser, severally the facts and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact circumstances with respect to the subject matter of such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement action on or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by date on which the representation or warranty or obligation to indemnify on which such seller expressly for use claim or action is based ceases to survive or expires as set forth in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementSection 9.01.

Indemnification by the Seller. In the event of any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to Section 2.1 Sections ‎2 or 2.2‎3 hereof, each seller of the prospective sellers of Registrable Securities included in such securities, severally and not jointly, registration will indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section ‎5‎(a)) the Company, each director affiliate of the IssuerCompany and their respective directors, each officer officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the Issuer who shall sign such Registration Statementforegoing), each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and all other sellers of Registrable Securities covered by such registration statement, each affiliate of such seller and their respective directors, officers, stockholders, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the foregoing) and each other personPerson, if any, who controls the Issuer Company or such other participating person underwriter or such seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which or omission or alleged omission from such securities were registered under the Securities Actregistration statement, any Prospectus preliminary, final or preliminary summary prospectus included contained therein, or any amendment or supplement theretosupplement, to the extent that such untrue statement or any alleged untrue statement or omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer Company by such seller expressly specifically for use in the preparation of any such Registration Statementregistration statement, Prospectuspreliminary, preliminary prospectus, final or summary prospectus or amendment or supplement; provided that , or a document incorporated by reference into any of the foregoing. In no event will the liability of each such any seller shall of Registrable Securities hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from Holder upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by the Seller. In Subject to the event provisions of any registration of any Registrable Securities under this Article 9, the Securities Act pursuant to Section 2.1 or 2.2Seller Parties will indemnify, each of the prospective sellers of such securitiesdefend, severally and not jointly, will indemnify reimburse and hold harmless the IssuerCompany, the Buyer and INVO and each director of the IssuerBuyer’s and INVO’s Affiliates, and each officer of the Issuer who shall sign such Registration Statementdirectors, officers, equityholders, partners, members, managers, employees, agents, consultants, advisors and Representatives of each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 foregoing Persons (other than, for the avoidance of doubt, the Exchange ActSeller) (each, a “Buyer Indemnified Person”), from, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, claimsdamages, damages bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or liabilitiesamounts paid in settlement (in each case, joint including reasonable attorneys’ and experts fees and expenses), whether or severalnot involving a Third Party Claim (collectively, “Losses”), which any Buyer Indemnified Person may suffer, incur, sustain or become subject to which as a result of, arising out of or directly or indirectly relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by the Issuer Company or the Seller Parties in this Agreement or certificate delivered by a Party pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant or agreement of the Seller Parties or, prior to or at the Closing, the Company in this Agreement; (c) any Transaction Expenses or any such directorDebt of the Company or the Seller Parties as of the Closing or arising from any matter or thing occurring prior to Closing; (d) any Indemnified Taxes; (e) any Overpayment or Prepaid Amounts not settled or repaid by the Company prior to Closing; (f) any and all Debts and Liabilities (other than Assumed Liabilities) of the Company and/or the Seller Parties related to the operation or conduct of the Business by the Company and the Seller Parties prior to the Closing, officerincluding but not limited to any Liabilities or obligations related to any prepaid work or services, participating person debts, Liabilities, obligations and commitments arising prior to the Closing under any existing leases for the Leased Real Property, of whatever nature or controlling person may become subject under the Securities Act character, whether absolute, contingent or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinaccruing prior to, or created prior to the Closing; and (g) any amendment or supplement thereto, Excluded Assets or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementExcluded Liabilities.

Indemnification by the Seller. In the event of any registration of The Issuer may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 2.1 2 or 2.23(a), that the Issuer shall have received an undertaking satisfactory to it from each of the prospective sellers of such securitiesRegistrable Securities to indemnify and hold harmless, severally and severally, not jointly, will indemnify in the same manner and hold harmless to the same extent as set forth in Section 7(a), the Issuer, each director of the Issuerits directors, each officer of the Issuer who shall sign such Registration Statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Issuer or such other participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuer, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any Registration Statement under which or omission of a material fact or alleged omission of a material fact from such securities were registered under the Securities Actregistration statement, any Prospectus preliminary or preliminary final prospectus included contained therein, or any amendment or supplement thereto, or any Free Writing Prospectus utilized in connection with any offering of Registrable Securities, but only to the extent such statement or alleged statement or such omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectusregistration statement, preliminary or final prospectus, amendment or supplement; supplement or Free Writing Prospectus. The Issuer and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Issuer for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any Free Writing Prospectus related thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Issuer, on the other hand, (ii) the beneficial ownership of shares of common stock of the Issuer by such holder and its Affiliates and (iii) the name and address of such holder. If any additional information about such holder is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 7(b). Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer or any such director, officer or controlling person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the indemnifying party. The indemnity provided that the liability by each seller of each such seller Registrable Securities under this Section 7(b) shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementregistration statement.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Seller agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold ----------------------------- harmless PTS against and in respect to all damages (as hereinafter defined) in excess of $5,000.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the Issuerimposition thereof, each director or in enforcing this indemnity, resulting to PTS from any inaccurate representation made by or on behalf of the IssuerSeller in or pursuant to this Agreement, each officer breach of any of the Issuer who shall sign such Registration Statementwarranties made by or on behalf of the Seller in or pursuant to this Agreement, each other person who participates as an underwriter, broker or dealer breach or default in the offering or sale performance by the Seller of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act or Section 20 obligations to be performed by him hereunder. Notwithstanding the scope of the Exchange ActSeller's representations and warranties herein, against or of any individual representation or warranty, or any disclosure to PTS herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or PTS's knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of GBI, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving GBI or any owners thereof other than the Seller, whether or not disclosed to PTS; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) GBI's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from GBI's failure in any respect to perform any obligation required by it to be performed at or prior to the date hereof or at or prior to the Closing, or by reason of any default of GBI, at the date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, claimscosts, damages or liabilitiesand expenses (including without limitation all fees and disbursements of counsel) relating to damages. Notwithstanding anything contained in this Agreement to the contrary, joint or severalthe right to indemnification described in this paragraph shall expire one year after the Closing hereunder, to which except in the Issuer or case of the proven fraud by the Seller hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person may become subject under in which event such right to indemnification shall expire one year after the Securities Act or otherwise, insofar as discovery of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementfraud.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2The Seller covenants and agrees that he will indemnify, each of the prospective sellers of such securitiesdefend, severally and not jointly, will indemnify protect and hold harmless RV Centers, the IssuerBuyer and their respective Affiliates at all times, each director from and after the date of this Agreement until the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning Expiration Date (provided that for purposes of Section 15 10.1(iii) below, the Expiration Date shall be the date on which the applicable statute of the Securities Act or Section 20 of the Exchange Actlimitations expires), from and against any and all losses, claims, damages (including consequential, punitive or liabilitiesexemplary), joint actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, consulting fees and expenses of investigation and environmental response) incurred by RV Centers and the Buyer as a result of or severalarising from (i) any breach of the representations and warranties of the Seller set forth herein or on the schedules or certificates delivered in connection herewith, to which (ii) any breach of any agreement on the Issuer part of the Seller under this Agreement, or (iii) any such director, officer, participating person or controlling person may become subject liability under the Securities 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact relating to the Company, the Assets or the Business which was based upon and in conformity with information provided in writing to RV Centers or its counsel by the Seller expressly for use in the Registration Statement or any prospectus forming a part thereof and is contained in any the Registration Statement under which such securities were registered under the Securities Act, or any Prospectus or preliminary prospectus included thereinforming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact with respect relating to such seller the Seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading if to the extent such omission or alleged omission is based upon the failure of the Seller to provide to RV Centers the information containing that fact in any Schedule hereto or otherwise to provide the information to RV Centers in writing, but such indemnity shall not apply to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Seller provided, in writing, corrected information to RV Centers counsel and to RV Centers for inclusion in the final prospectus, and such information was made in reliance upon not so included or properly delivered, and in conformity with written information furnished provided further, that the Seller shall not be liable for any indemnification obligation pursuant to this Section 10.1 to the Issuer by such seller expressly for use in the preparation extent solely attributable to a breach of any such Registration Statementrepresentation, Prospectuswarranty or agreement made herein individually by the Seller. The Seller covenants and agrees that he will indemnify, preliminary prospectusdefend, amendment protect and hold harmless RV Centers, the Buyer and their respective Affiliates at all times, from and after the date of this Agreement from and against all claims, damages (including consequential, punitive or supplement; exemplary), actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, consulting fees and expenses of investigation and environmental response) incurred by RV Centers and the Buyer as a result of or arising from (i) any debt, liability or other obligation of the Company or relating to the Business which was incurred prior to the Closing Date and is not expressly assumed by the Buyer, and (ii) ownership or use of the Assets by the Company or the Seller or services provided or business transacted by the Company prior to the Closing Date and which is not expressly assumed by the Buyer Each of RV Centers and the Buyer acknowledges and agrees that other than the liability representations and warranties of each such seller the Seller specifically contained in this Agreement, there are no representations or warranties of the Seller, either express or implied, with respect to the transactions contemplated by this Agreement, the Seller or his assets, liabilities and the Business. RV Centers and the Seller further acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for breach of this Agreement and the transactions contemplated in this Agreement, shall be in proportion to and limited pursuant to the net amount received by such seller (after deducting indemnification provisions set forth in this Section 10. RV Centers and the Seller hereby waive to the fullest extent permitted under applicable law, any underwriting discount and expenses) from all other rights, claims and causes of action they or any indemnified person may have against the sale of Registrable Securities pursuant Seller relating to such Registration Statementthis Agreement or the transactions arising under or based upon any Federal, state, local or foreign statute, law, rule, regulation or otherwise.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant (a) The Seller hereby agrees to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the IssuerBuyer, the Administrative Agent, its affiliates, the Lenders (including any party who from time to time may become a Lender in accordance with the Credit Agreement) and their respective officers, directors, employees, agents, representatives (each director of the Issueran “Indemnified Person”) against, and to reimburse each officer of the Issuer who shall sign such Registration StatementIndemnified Person upon its demand for, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilities, joint other expenses (“Losses”) incurred by such Indemnified Person or several, to which asserted against such Indemnified Person by any third party or by the Issuer Seller or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, of its subsidiaries insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon in any way relate to or result from this Agreement, including without limitation, (i) all Losses arising out of any legal proceeding relating to this Agreement (whether or not such Indemnified Person is a party thereto) and (ii) all Losses that arise out of untrue statement or alleged untrue statement statements of a material fact contained made by the Seller in writing or any Registration Statement under statements of material fact omitted from statements made by the Seller in writing, which omissions rendered such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included thereinwritten statements materially misleading, or any amendment with the Seller's consent or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished the Seller's actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding; provided, that the Seller shall not be liable pursuant to this indemnity for any Losses (A) arising due to the Issuer by such seller expressly for use deterioration in the preparation credit quality or market value of any such Registration Statement, Prospectus, preliminary prospectus, amendment the Loans or supplement; provided that the liability of each such seller shall be in proportion to and limited other Transferred Collateral to the net amount received extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its affiliates, (B) resulting from claims solely among the Indemnified Persons and (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such seller Loss resulted from (after deducting i) the gross negligence, willful misconduct or fraud of such Indemnified Person or (ii) a material breach of such Indemnified Person's express obligations under any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementTransaction Document.

Indemnification by the Seller. In Relating to the event of any registration of any Registrable Securities under Acquired Companies. From and after the Securities Act pursuant Closing, the Seller shall indemnify and in accordance with and subject to Section 2.1 or 2.2the limitations set forth in this ARTICLE X, indemnify, defend and save the Buyer and each of its officers, directors, employees, stockholders, Affiliates (including the prospective sellers of such securitiesAcquired Companies if the Closing occurs), severally agents, representatives, successors and not jointlypermitted assigns (each, will indemnify a "BUYER INDEMNIFIED PARTY"), harmless from and hold harmless the Issueragainst, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesLiabilities, obligations, damages (including reasonably foreseeable indirect or consequential damages), deficiencies, demands, claims, damages suits, actions, or liabilitiescauses of action, joint assessments, losses, costs and expenses, whether or severalnot arising out of third party claims (including reasonable attorneys' fees) (hereinafter, to which a "LOSS" or the Issuer "LOSSES"), 38 sustained or incurred by any Buyer Indemnified Party, resulting from any breach of or inaccuracy in any representation or warranty of the Seller contained in this Agreement or any such directorcertificate delivered by or on behalf of the Seller hereunder or any breach or nonfulfillment of any covenant or agreement made or to be performed by the Seller pursuant to this Agreement or any certificate delivered by or on behalf of the Seller hereunder (provided, officerhowever, participating person or controlling person may become that the Buyer Indemnified Party shall have asserted its claim for indemnification in writing with reasonable supporting details before the expiration of any applicable survival period specified in SECTION 10.1). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach under SECTION 10.3 and SECTION 10.4 hereof and the amount of any Losses that are the subject under matter of a claim for indemnification hereunder with respect thereto by the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise Buyer Indemnified Parties against the Seller and/or the Members arising out of or are based upon related to SECTION 3.21, each representation and warranty in SECTION 3.21 shall be read without regard and without giving effect to any untrue statement disclosure set forth in items (f) - (h) of SCHEDULE 3.21 related to Hazardous Materials which may be present in soil or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Actgroundwater (i.e., any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading as if such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) disclosure items were deleted from the sale of Registrable Securities pursuant to such Registration StatementSCHEDULE 3.21).

Indemnification by the Seller. In (a) The Seller agrees, ----------------------------- subject to the event other terms and conditions of this Agreement, to indemnify the Parent, the Purchaser and their respective Affiliates, officers, directors, employees, agents, successors and assigns (as used in this Section 9.03, each a "Purchaser Indemnified Party") against and hold them harmless from (i) all --------------------------- Losses actually incurred by them arising out of the breach of any registration representation or warranty of the Seller herein, (ii) all Losses actually incurred by them arising out of the breach of any Registrable Securities under the Securities Act pursuant to Section 2.1 covenant or 2.2, each agreement of the prospective sellers Seller herein (provided that the indemnity provided by clauses (i) and (ii) does not extend to -------- the breach of any representation, warranty, covenant or agreement of the Seller as it relates to any Environmental Law, irrespective of the date of enactment or promulgation) and (iii) all Losses (each such Loss being an "Environmental ------------- Loss") incurred by them arising out of (A) any Hazardous Material located in, on ---- or under, or emanating from, the Owned Real Property prior to the Closing, to the extent such Losses are incurred by a Purchaser Indemnified Party after such Purchaser Indemnified Party has provided to the Seller prompt written notice of the presence of such securitiesHazardous Material and has provided the Seller with the opportunity and access to the Owned Real Property to conduct any investigation or cleanup necessary to address such Hazardous Material, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (B) any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are Environmental Claim based upon any untrue statement activity conducted on the Owned Real Property prior to the Closing. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Seller for breach of any representation or alleged untrue statement of a material fact warranty contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, herein or any amendment individual item of Environmental Loss, unless written notice of such claim or supplement thereto, or any omission or alleged omission to state a material fact action is received by the Seller describing in detail the facts and circumstances with respect to the subject matter of such seller required claim or action (x) with respect to breach of any representation or warranty contained herein, on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.01 and (y) with respect to any individual item of Environmental Loss, on or prior to the earlier of (I) the twenty-fifth anniversary of the Closing Date and (II) the date the Dallas Facility is operated for purposes not substantially similar to those for which it is currently operated (it being understood that abandonment of the Dallas Facility shall not be deemed to be stated operation for purposes not substantially similar), irrespective in any case of whether the subject matter of such Registration Statement, Prospectus, preliminary prospectus, amendment claim or supplement action shall have occurred before or necessary to make the statements therein not misleading if after such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementdate.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2The Seller shall indemnify, each of the prospective sellers of such securitiesdefend, severally and not jointly, will indemnify save and hold the Buyer and its officers, directors, employees, agents, representatives and affiliates (collectively, the "Buyer Indemnitees") harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities from and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesdemands, claims, damages actions or causes of action, assessments, losses, damages, deficiencies, liabilities, joint costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or severalsettlement of any of the foregoing (collectively, "Buyer Damages") asserted against, imposed upon, resulting to which or incurred by any of Buyer Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the Issuer representations and warranties made by the Seller in this Agreement, or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under certificate or document furnished pursuant hereto by the Seller, (ii) any claim or other cause of action asserted or brought by an unaffiliated third party which such securities were registered under alleges any state of facts or other circumstances which if meritorious would result in or constitute a breach or violation of any of the Securities Act, any Prospectus or preliminary prospectus included thereinrepresentations and warranties made by the Seller in this Agreement, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statementcertificate or document furnished pursuant hereto by the Seller, Prospectusand (iii) a breach or non-fulfillment of any of the covenants or agreements made by the Seller in or pursuant to this Agreement Seller shall not have any liability for indemnification pursuant to this Article VIII for breaches of representations, preliminary prospectuswarranties, amendment covenants or supplement or necessary to make agreements unless and until the statements therein not misleading if such statement or omission was made aggregate amount of all Buyer Damages incurred by Buyer Indemnitees exceeds in reliance upon and in conformity with written information furnished the aggregate $100,000 (the "Indemnity Threshold"), at which point Seller shall be liable for all Buyer Damages. The maximum Buyer Damages Seller shall be responsible for shall be the aggregate Purchase Price. Notwithstanding anything to the Issuer by such seller expressly for use in contrary contained herein, the preparation of any such Registration Statement, Prospectus, preliminary prospectus, amendment limitations set forth above shall not apply to claims based on fraud or supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statementintentional misrepresentation.

Indemnification by the Seller. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2The Seller Parties, jointly and severally, shall indemnify each of the prospective sellers of such securities, severally Purchaser Parties and not jointly, will indemnify save and hold each of them harmless the Issueragainst any Losses which any such Purchaser Party may suffer, each director sustain or become subject to, as a result of or relating to or by virtue of: (a) any breach of any representation or warranty of the Issuer, each officer Seller under this Agreement or any of the Issuer who shall sign such Registration Statement, each other person who participates as an underwriter, broker Schedules attached hereto or dealer in the offering or sale of such securities and each other person, if any, who controls the Issuer or such other participating person within the meaning of Section 15 any of the Securities Act certificates or Section 20 other instruments or documents furnished by the Company or any Seller Party pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant or agreement by the Company or the Seller under this Agreement or any of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus included therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller Schedules attached hereto required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment performed or supplement complied with by the Company or necessary to make the statements therein not misleading if such statement Seller at or omission was made in reliance upon and in conformity with written information furnished prior to the Issuer by such seller expressly for use in the preparation Closing; (c) any nonfulfillment or breach of any such Registration Statement, Prospectus, preliminary prospectus, amendment covenant or supplementagreement by any Seller Party under this Agreement or any of the Schedules attached hereto required to be performed or complied with by any Seller Party after the Closing; and (d) any Losses relating to Item 3 on the Litigation Schedule attached hereto; provided that the Seller Parties shall not have any liability under (x) clause (a) above (other than with respect to Losses relating to a breach of each such seller any of the Specified Representations and Warranties) unless the aggregate of all Losses relating thereto for which the Seller Parties would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to one-percent (1%) of the Final Purchase Price (and then the Seller Parties shall be liable for all such Losses), or (y) under clause (d) above until the aggregate of all Losses incurred by the Company related thereto exceeds on a cumulative basis an amount equal to $2,500,000 (and then the Seller Parties shall be liable only for such excess); and provided further that the Seller Parties shall not have any liability under clause (a) above (other than with respect to Losses relating to a breach of any of the Specified Representations and Warranties) for any individual item where the Loss relating to such item is less than $100,000 (but with it being understood, however, that all Losses reasonably related to claims arising out of the same or substantially common facts, events or circumstances shall be considered an individual item for purposes of this proviso) and none of such Losses shall be aggregated for purposes of the first proviso to this Paragraph 8B(i); and provided further that the Seller Parties’ aggregate liability under clause (a) above (other than with respect to Losses relating to a breach of any of the Specified Representations and Warranties) shall in proportion no event exceed ten-percent (10%) of the Final Purchase Price (but with it being understood, however, that nothing in this Agreement (including this Paragraph 8B) shall limit or restrict any of the Purchaser Parties’ right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or fraud); and limited provided further that the Seller Parties’ aggregate liability under clause (a) above with respect to Losses relating to a breach of any of the Specified Representations and Warranties shall in no event exceed the Final Purchase Price. All indemnification payments under this Paragraph 8B(i) shall be deemed to be adjustments to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration StatementFinal Purchase Price.