Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.

Indemnification of Buyer. Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officerBuyer, director and Affiliate the Affiliates of Buyer, including without limitationand, from and after the Closing, the Company or any successor Purchased Entities, and the shareholders, directors, officers, employees, successors, assigns and agents of the Company each of them (collectively, the “Buyer Indemnified Parties”Parties ) from harmless and indemnify each of them from, against and in respect of, and waives any claim for contribution or indemnity with respect to, any and all damagesclaims, losses, claimsdamages, liabilitiesLiabilities, demandsexpenses or costs ( Losses ), charges, suits, penalties, costs and expenses (including court costs and plus reasonable attorneys’ ' fees and expenses incurred in investigating and preparing for any litigation connection with Losses and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate of Morgan Guaranty from timx xx xime prevailing (in all, Indemnified Losses ) incurred or proceeding) (collectively, the “Indemnifiable Costs”), which to be incurred by any of Buyer Indemnified Parties may sustain, them and resulting from or to which any of Buyer Indemnified Parties may be subjected, arising out of (1a) any misrepresentation, breach or default by Seller or the Company of any violation of the representations, covenantswarranties, conditionscovenants or agreements of any Seller Group Person contained in this Agreement, agreements or other in any exhibit, statement, Schedule, certificate, instrument or document delivered pursuant hereto, including provisions of this Agreement or Article IX; (b) any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach Liability of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing Non-Purchased Entity not expressly assumed by Buyer. This indemnification is expressly intended Buyer hereunder or any Liability of any Purchased Entity not connected to apply notwithstanding the Business; (c) any negligence Liability arising from the ownership, operation, or termination of the manufacturing operations of FilterTek GmbH; (whether soled) any Liability arising from the acquisition of FilterTek, concurrentInc., active or passive) or other fault or strict liability Robinson Industries, and/xx Xxxxre Manufacturing by a Seller Group Person, except to the extent used in the computation of Working Capital set forth on the part Closing Balance Sheet; (e) any Liability arising from the divestiture of Buyer.Plastic Molded Concepts; (f) any Liability arising from (i) any transportation or disposal of any Hazardous Materials, or (ii) violation of, or contribution obligation under, any Environmental Law in connection with (A) any location not included in the Real Property, (B) any operations not included in the Business, or (C) any discontinued operations of the Business; and/or (g) any Liability arising from the termination of employment of Employees in Puerto Rico as a result of the consummation of the transactions contemplated hereby. 9.2

Indemnification of Buyer. Except as provided in Section 8.4and Dayton by Parent and Seller. Parent and Seller, Seller jointly and severally, shall indemnify indemnify, save and hold harmless Buyer and Dayton and each officerof their respective Affiliates and the directors, director stockholders, officers, employees, successors, transferees and Affiliate assigns, and their respective attorneys, accountants and agents of Buyer, including without limitation, the Company or any successor of the Company each (collectively, the “each a "Buyer Indemnified Parties”Party") harmless from and against any and all damagesdamages (whether actual, punitive or consequential), Claims, Actions, proceedings, losses, claimsdeficiencies, demands, Taxes, charges, obligations, liabilities, demandsjudgments, chargescosts, suitssettlements and expenses, penalties, costs and expenses fee (including court costs attorneys' and reasonable attorneys’ fees accountants' expenses and expenses incurred in investigating and preparing for any litigation or proceedingfees) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, whether arising out of (1) any misrepresentationthird-party claims or otherwise), breach including, without limitation, interest, penalties and all amounts paid in the investigation, defense or default by Seller or the Company settlement of any of the representationsforegoing and costs of enforcing the indemnity (collectively, covenants"Losses") incurred, conditionssustained or suffered in connection with, agreements arising out of, resulting from or other provisions relating or incident to: (i) any inaccuracy, misrepresentation or breach of any warranty or representation on the part of Seller or Parent pursuant to this Agreement or any agreement Seller Ancillary Agreement, (ii) any Excluded Liability, (iii) any Liability imposed upon any Buyer Indemnified Party by reason of Buyer's or document executed in connection herewith Dayton's alleged status as transferee or successor of the Subject Business (as owned and/or operated by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding Parent as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether soleDate or the Second Closing Date, concurrent, active or passiveas the case may be) or other fault the Subject Assets (as owned and/or operated by Seller or strict liability Parent as of the Closing Date or the Second Closing Date, as the case may be), or (iv) any breach or non-fulfillment or non-performance of any agreement or covenant pursuant to this Agreement or any Seller Ancillary Agreement on the part of BuyerParent or Seller, including, without imitation, any failure of Parent or Seller to pay and/or perform any Liability or obligation of Seller other than the Assumed Liabilities subject to and in accordance with the terms of Section 2.3 hereof (the matters described in the foregoing clauses (i) and (iv) are collectively referred to herein as "Buyer Claims").

Indemnification of Buyer. Except as provided Subject to the terms, conditions and limitations set forth hereinafter in Section 8.4this Article 6, Seller shall indemnify and hold harmless the Buyer and each officer, director and Affiliate of Buyeragainst Indemnifiable Losses, including without limitation, the Company or Indemnifiable Losses asserted by any successor of the Company third party: (collectively, the “Buyer Indemnified Parties”a) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default nonfulfillment by Seller or the Company of any of the representations, its covenants, conditions, obligations or agreements or other provisions of under this Agreement or any agreement inaccuracy in any representation or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation warranty by Seller in this Agreement; (b) arising out of or warrantyrelated to Seller’s or Seller’s predecessors’ ownership or operation of the Mint Business or any other business conducted at the Silver Towne Mint prior to Closing, such representation (c) arising out of or warranty shall be read without giving effect related to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions by Seller, (d) arising from or related to act prior (i) the actual or alleged presence, Release, threatened Release, discharge or emission of any Hazardous Material into the environment at or from the Mint Business or any other business conducted at the Silver Towne Mint, including any and all Indemnifiable Losses arising from or related to the Closing study, testing, investigation, cleanup, removal, remediation, Remedial Action, abatement, response, containment, restoration or corrective action of any such Hazardous Material (A) on, beneath or above the Mint Business, or (B) emanating or migrating, or threatening to emanate or migrate, from the Mint Business or any off-site properties; and (ii) the on or off-site treatment, storage or disposal of Hazardous Material generated in connection with the Mint Business or any other business conducted at the Silver Towne Mint, and (e) arising from or related to the failure to obtain and maintain Permits necessary for operation of the Mint Business or any other business conducted at the Silver Towne Mint, (f) arising from or related to violations of any applicable Environmental Law or Permits relating to the Mint Business or any other business conducted at the Silver Towne Mint and (g) arising from or related to any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to either the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation applicable Environmental Law or warranty; (4) the presence or migration of any claims Hazardous Material relating to the Mint Business or liability against the Company known any other business conducted at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerSilver Towne Mint.

Indemnification of Buyer. Except as provided in Section 8.4(a) Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller shall hereby agrees to indemnify and hold harmless Buyer and each officerits assigns, director officers, directors, agents and Affiliate of Buyeremployees (each, including without limitation, the Company or any successor of the Company (collectively, the an “Buyer Indemnified PartiesParty”) from and against any and all damages, losses, claims, taxes, liabilities, demandscosts, chargesexpenses and other amounts payable by, suitsawarded against or incurred by any such Indemnified Party, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) disbursements (collectively, the “Indemnifiable CostsIndemnified Amounts”), which including losses in respect of uncollectible Purchased Leases (regardless of whether reimbursement therefor would constitute recourse to Seller) but excluding any of Buyer Indemnified Parties may sustainExcluded Amounts, or to which any of Buyer Indemnified Parties may be subjected, the extent arising out of or as a result of (1or claimed or alleged to be arising out of or as a result of) any misrepresentation, breach or default by Seller or the Company occurrence of any of the representationsSection 7.1(a) Indemnification Event; provided, covenantshowever, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely if Buyer seeks indemnification from Seller for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of the representation and warranty set forth in Section 3.2.9, Seller may, in its absolute and sole discretion, repurchase the related Purchased Lease and all other related Purchased Assets for an amount equal to the Investment Balance of such Purchased Lease (such Investment Balance to be calculated as of the date of such repurchase) plus any additional amount necessary to restore to Buyer its after-tax yield on the transaction evidenced by such representation Purchased Lease through the date of such repurchase; and, provided further, that all obligations of Seller under this Section 7.1(a) shall terminate automatically on the Sale Date (it being understood that this Section 7.1(a) shall cease to be effective on the Sale Date and that Buyer may not seek to enforce this Section 7.1(a) against Seller on or warrantyafter the Sale Date). If Seller elects to repurchase Purchased Assets pursuant to the second preceding proviso, (i) Seller shall, on the related repurchase date, pay the related repurchase price by wire transfer of immediately available funds to an account designated by Buyer, (ii) Buyer shall, on such repurchase date, execute such documents and instruments of transfer or assignment and take such other actions as may be reasonably requested by Seller to effect the sale of such Purchased Assets to Seller and (iii) all obligations of Seller under this Section 7.1 with respect to such breach shall terminate automatically as of such repurchase date. All such Purchased Assets shall be reassigned by Buyer without recourse, representation or warranty of any kind. Buyer shall be read without provide (or shall cause another Indemnified Party to provide) prompt written notice to Seller of any event or circumstance giving effect rise to any qualifications in such representation or warranty as an Indemnified Amount pursuant to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warrantiesthis Section 7.1(a); (2) provided, however, that any claim delay or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior failure to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Companydo so shall not limit Seller’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.obligations under this Section

Indemnification of Buyer. Except as provided Subject to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.48.14, Seller shall indemnify indemnify, defend, save and hold harmless keep Buyer and its respective Affiliates (including each officerAcquired Company), director their respective members, managers, officers, directors, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), harmless against and from and against any and all damagesliability, demands, claims, actions or causes of action, assessments, losses, claims, liabilities, demands, charges, suitsfines, penalties, costs costs, damages, deficiencies, and expenses (expenses, including without limitation, reasonable attorneys’ fees, court costs and reasonable attorneys’ fees other fees, disbursements and expenses incurred expenses, whether payable in investigating and preparing for any litigation cash, property or proceeding) otherwise (collectively, the “Indemnifiable CostsDamages”), which ) sustained or incurred by any of the Buyer Indemnified Parties may sustainIndemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer Indemnified Parties may be subjectedpursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (1a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any misrepresentationEnvironmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, breach or default by Seller (c) any act or the Company omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the representations, covenants, conditions, agreements or other provisions presence of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for a Third-Party Claim. For purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any such representation Party in this Agreement, or warrantyin any certificate or other instrument delivered pursuant hereto, such representation or warranty shall be read deemed to have been made without giving effect to any the inclusion of limitations or qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured partyword “material,” if with the inclusion of such limitation or qualification the representation, whether warranty or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyercovenant was breached.

Indemnification of Buyer. Except as provided in and subject to Section 8.48.6, Seller shall the Sellers agree to indemnify and hold harmless Buyer, the Company, each officer and director of the Company and Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company or Buyer (collectively, the “Buyer Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ ' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”"INDEMNIFIABLE COSTS"), which any of Buyer the Indemnified Parties may sustain, or to which any of Buyer the Indemnified Parties may be subjected, arising out of (1A) any misrepresentation, breach or default by Seller the Sellers or the Company of or under any of the representations, warranties, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller herewith, or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2B) any litigation, claim or liability against the Company or any of Buyer the Indemnified Parties involving the Company asserted as of the Effective Date (including those disclosed on Schedule 3.16 of the Disclosure Schedule) by any Person listed on Schedule 3.17 based upon facts occurring or circumstances arising prior to Closing the Effective Date which form the alleged basis for any litigation, but only claim or liability, except to the extent it was known that such litigation, claim or liability is covered by the Company's insurance carriers. Notwithstanding the foregoing, any claim for Indemnifiable Costs pursuant to Seller and should have been, but was not, fully reflected (A) or (B) above shall be net of any reserves for or fully reserved for such matters contained in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved Audited Closing Balance Sheet or any costs or expenses for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act Indemnifiable Costs that result in a breach or violation of any representation or warranty; (4) any claims or liability against reduction in the Company known at the time of signing of the Agreement assessed for periods prior Earned Payout Amount pursuant to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerSection 2.8.

Indemnification of Buyer. Except as provided in Section 8.4(a) Subject to the other provisions of this Article IX, from and after the Closing Date, each Seller shall indemnify severally (and not jointly) and pro rata in accordance with such Seller’s Indemnity Percentage, indemnify, defend and hold harmless Buyer and its Affiliates and each officerof their respective past, director present and Affiliate of Buyerfuture directors, including without limitation, the Company or any successor of the Company officers and employees (collectively, the “Buyer Indemnified PartiesIndemnitees”) from and against against, and reimburse any and all damagesBuyer Indemnitee for claims, costs, expenses, losses, claimsdamages, liabilities, demandsawards, charges, suits, penaltiesjudgments, costs and expenses (including court costs and reasonable attorneys’ and consultant fees and expenses incurred in investigating and preparing for any litigation or proceedingexpenses) (collectively, the “Indemnifiable CostsDamages”), which any of ) that such Buyer Indemnified Parties Indemnitee may sustainsuffer or incur, or to which any of Buyer Indemnified Parties may be subjectedbecome subject to, relating to, resulting from or arising out of the following (1without duplication): (i) any misrepresentation, breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any representations or warranties made by Company in Article II or Sellers in Article III as of the date hereof or as of the Closing Date as though made at and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such representation date) or warrantyin any other document delivered pursuant to Section 1.2, such representation or warranty shall be read in each case without giving effect to any qualifications in such representation or warranty as to materiality, “Material Adverse Effect, in all material respects and similar materiality ” or “materiality” qualifications contained in such representations and warrantieswarranties (other than Section 2.8(iii)); (2ii) any claim the breach or liability against the failure by Company or any Seller to perform, or cause to be performed, any of its covenants or obligations contained in this Agreement or in any other document delivered pursuant to Section 1.2; (iii) any proceeding against Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigationholder or purported holder of Company Common Stock or other securities of Company, but only in their capacity as such, to the extent it was known to Seller and should have been, based on facts or circumstances occurring at any time before the Closing (but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior not including any such proceedings relating to the Closing for which the Company was on notice or had actual knowledge enforcement of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual propertyrights hereunder); (5iv) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence Mortgage Repurchase Claims; or (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.v)

Indemnification of Buyer. Except as provided in Section 8.4, Seller shall indemnify defend, indemnify, save and hold harmless Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectivelyBuyer Parties from, the “Buyer Indemnified Parties”) from against and against with respect to any and all damagesLosses for which any Buyer Party may become liable, lossesor which any Buyer Party may incur or may be compelled to pay, claimsin any claim or Legal Proceeding against or otherwise involving any such Buyer Party for or by reason of any acts, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation whether of omission or proceeding) (collectively, the “Indemnifiable Costs”)commission, which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjectedsuffered or committed, directly or indirectly, arising out of or related or attributable to (1i) Seller's breach of the representations and warranties set forth in Article 3 of this Agreement, (ii) any misrepresentationliability, obligation or claim arising out of or relating to a breach or default by some other action or omission of Seller or that occurred prior to the Company of Signing Date, (iii) any and all liabilities arising from the use of the representationsProducts produced and/or sold by the Seller, covenantsor (iv) any noncompliance with the fraudulent transfer laws. A Buyer Party shall notify Seller within a reasonable time of the receipt of Notice by such Buyer Party of the making or instituting of a claim or Legal Proceeding under this Section 5.2. Seller shall have the option of contesting or defending any claim or Legal Proceeding by counsel acceptable to the Buyer Party, conditionswhich acceptance shall not be unreasonably withheld, agreements and each such Buyer Party shall reasonably cooperate in such contest or other provisions defense at the sole expense of this Agreement or any agreement or document executed Seller. The Seller shall bear all reasonable expenses in connection herewith by Seller or with the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach defense and/or settlement of any such representation claim or warrantyLegal Proceeding, except that if a Buyer Party desires to retain its own counsel to participate in the defense of such representation claim or warranty Legal Proceeding, it may do so at its own expense. Provided that Seller shall be read without giving effect to any qualifications in within a reasonable time after such representation Notice diligently contest or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) defend any claim or liability against Legal Proceeding, the Company Buyer Party shall not settle or compromise such claim or Legal Proceeding except with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller shall not within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, any Buyer Party may contest or defend such claim or Legal Proceeding and may, without the consent of Buyer Indemnified Parties Seller, settle or compromise such claim or Legal Proceeding, in which case Seller shall bear all reasonable expenses incurred by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form Buyer Party in connection with the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation defense and/or settlement of any representation such claim or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerLegal Proceeding.

Indemnification of Buyer. Except as provided in Section 8.4Each Seller and each of the Filefront Principals shall, Seller shall jointly and severally, indemnify and hold harmless Buyer and each officerits direct and indirect shareholders, director officers, directors, employees, agents, representatives, affiliates, successors, and Affiliate of Buyer, including without limitation, the Company or any successor of the Company permitted assigns (collectively, the “"Buyer Indemnified Parties”") and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any and all damagesloss (including diminution in value), lossesliability, claimsdemand, liabilitiesclaim, demandsaction, chargescause of action, suitscost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, costs reasonable attorneys' fees and expenses (including expenses, court costs and reasonable attorneys’ fees and expenses incurred all amounts paid in investigating and preparing for investigation, defense or settlement of any litigation or proceedingof the foregoing) (collectively, the “Indemnifiable Costs”)"Losses" and individually, a "Loss") which any of such Buyer Indemnified Parties Party may sustainsuffer, sustain or become subject to, as a result of, in connection with, relating or incidental to, or to which by virtue of: (i) the breach of any of Buyer Indemnified Parties may be subjectedrepresentation, arising out of (1) warranty, covenant, or agreement made by any misrepresentation, breach or default by Seller or the Company of any of the representationsFilefront Principals contained in this Agreement, covenantsthe other Transaction Documents, conditionsany Exhibit or schedule hereto or any certificate delivered by such Seller or any of the Filefront Principals to Buyer with respect hereto or thereto in connection with the Closing, agreements (ii) any Retained Liabilities or any claim, proceeding or assertion made against Buyer with respect to any Retained Liabilities, or (iii) any claim, suit or proceeding instituted by either Seller or any of its equityholders or other provisions stakeholders regarding the allocation of consideration between Sellers. Sellers shall not be obligated to pay any indemnification amount for Losses pursuant to this Section 6B (x) until the aggregate amount of all Losses exceeds $50,000 (the "Basket") whereupon Buyer Parties shall be entitled to indemnification for all Losses (including the Basket) or (y) in excess of $1,000,000 plus 20% of the Additional Purchase Price Payment paid or payable to Seller; provided that in no event shall the limits on indemnification pursuant to this sentence apply to any claim for indemnification (A) pursuant to clause (i) of this Agreement Section 6B for breach of the representations and warranties of Sellers made in any of Sections 0X, 0X, 0X, 0X, 0X xx 0X, (X) pursuant to clause (i) of this Section 6B for breach of any covenant or agreement made by Seller, or (C) pursuant to clause (ii) or (iii) of this Section 6B; provided further Sellers shall not be obligated to pay any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the indemnification amount of Indemnifiable Costs suffered by Buyer upon with respect to a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such Section 4H in excess of $2,000,000 plus 50% of the Additional Purchase Price Payment paid or payable to Seller; provided further that in no event shall Sellers' aggregate obligations for breaches of representations and warranties); warranties exceed the Purchase Price (2) any claim or liability against including, for the Company or any avoidance of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statementsdoubt, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual propertyAdditional Purchase Price Payment); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.

Indemnification of Buyer. Except as provided in Section 8.4otherwise set forth herein, Seller shall Seller, Schleck and each Selling Member hereby severally but not jointly agree to indemnify and hold harmless Buyer Buyer, each of its Affiliates and each officerof its and their respective members, director managers, partners, directors, officers, employees, shareholders and Affiliate of Buyer, including without limitation, the Company or any successor of the Company agents and permitted assignees (collectively, the “Buyer Indemnified PartiesIndemnitees”) from ), against and against in respect of any and all damagesout-of-pocket loss, lossescost, claimspayments, liabilitiesdemand, demandspenalty, chargesforfeiture, suitsexpense, penaltiesliability, judgment, deficiency, damage, diminution in value or claim (excluding costs and expenses (of investigation but including court costs and reasonable attorneys’ fees and expenses incurred in investigating other reasonable costs and preparing for any litigation or proceedingexpenses) (all of the foregoing collectively, the “Indemnifiable CostsLosses”), which ) incurred or sustained by any Buyer Indemnitee (calculated and paid in accordance with Section 10.6) as a result of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of in connection with (1a) any misrepresentationbreach, breach inaccuracy or default by Seller nonfulfillment or the Company alleged breach, inaccuracy or nonfulfillment of any of the representations, covenants, conditions, agreements warranties and covenants of Seller or any Selling Member contained herein or in any of the Additional Agreements or any certificate or other provisions of this Agreement or writing delivered pursuant hereto, including any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of Section 8.5(b) by any such representation Selling Member (or warrantyrepresentative of any Selling Member) or Schleck in his capacity as President of Buyer, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2b) any claim claims or liability against the Company or any of Buyer Indemnified Parties Actions by any Person listed on Schedule 3.17 based upon facts occurring prior third parties with respect to Closing which form the alleged basis Core Business (including breach of contract claims, violations of warranties, trademark infringement, torts or consumer complaints) for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act period prior to the Closing for which Date, (c) the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation Laws in connection with or warranty; (4) any claims or liability against with respect to the Company known at the time of signing operation of the Agreement assessed for periods Core Business prior to the Closing Date, (d) any Excluded Asset or Excluded Liability, including any service and maintenance obligations, (e) the existence, ownership, structure, assets, liabilities, operations, liquidation or dissolution of Seller after the Closing Date, (f) any claims by any Governmental Body employee of Seller with respect to any period or representative for unclaimed property event occurring on or prior to the Closing Date, or relating to the termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (also known as escheatg) the failure to pay to any Tax Authority any Taxes that arose with respect to periods before the Closing Date, abandoned or residual property); to file with any Tax Authority any Tax Return covering periods before the Closing Date, or (5h) any indebtedness of Environmental Claims that arose with respect to periods before the Company outstanding Closing Date; provided, however, notwithstanding anything to the contrary set forth herein, any indemnification (or Action for indemnification) by Seller, Schleck and each Selling Member or any Buyer Indemnitee with respect to Section 10.1(h) shall be on a joint and several basis. The total payments made by Seller, Schleck and Selling Members to the Buyer Indemnitees with respect to Losses shall not exceed an amount equal to the Closing Payment Shares as of the Closing Date (the “Seller Indemnifiable Loss Limit”), except that the Seller Indemnifiable Loss Limit shall not expressly assumed apply with respect to any Losses relating to or arising under or in connection with any of clauses (e), (g) and (h) of this Section 10.1. No Buyer Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Buyer Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Seller Indemnifiable Loss Limit, the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses exceeding the Basket; provided, however, any Losses relating to or arising under or in connection with any of clauses (e), (g) and (h) of this Section 10.1, Claims arising from or related to fraud or any Claims arising from a breach of Section 8.4 (and any indemnification of Buyer Indemnitees arising therefrom) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 10.1, (i) any Losses incurred by Buyerany Buyer Indemnitee in connection with any Excluded Liability, and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of Seller or any Selling Member to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any such case, be subject to or applied against the Seller Indemnifiable Loss Limit or the Basket, respectively. This For purposes of computing Losses suffered by Buyer hereunder, Seller acknowledges and agrees that the Purchase Price is based upon a multiple of the earnings of Seller and that any breach of representation, warranty or covenant by Seller hereunder which reflects or results in a reduction in the historical earnings upon which the Purchase Price is based may cause Buyer to suffer Losses corresponding to an equivalent multiple of such reduction in earnings; that to the extent Buyer recovers any such earnings-based Losses, payment shall be made by Seller (or Selling Members) in the same combination of cash and Parent Common Stock received by Seller (provided, further, that, in the event any part of such indemnification payment is expressly intended to apply notwithstanding any negligence (whether solein the form of Payment Shares, concurrent, active such Payment Shares shall be valued at the higher of the then current Average Price or passive) or other fault or strict liability the Average Price on the part of Buyerdate such Parent Shares were issued).

Indemnification of Buyer. Except as provided in Section 8.4Subject to the provisions of this Article VIII, Seller shall indemnify indemnify, defend, save and hold harmless keep Buyer and its respective Affiliates (including each officerAcquired Company), director their respective members, managers, officers, directors, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), harmless against and from and against any and all damagesliability, demands, claims, actions or causes of action, assessments, losses, claims, liabilities, demands, charges, suitsfines, penalties, costs costs, damages and expenses (expenses, including without limitation, reasonable attorneys’ fees, court costs and reasonable attorneys’ fees other fees, disbursements and expenses incurred expenses, whether payable in investigating and preparing for any litigation cash, property or proceeding) otherwise (collectively, the “Indemnifiable CostsDamages”), which ) sustained or incurred by any of the Buyer Indemnified Parties may sustainIndemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of any Acquired Company or Seller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by any Acquired Company or Seller to Buyer in connection herewith, (ii) any breach or non-fulfillment of any agreement or covenant on the part of any Acquired Company or Seller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by any Acquired Company or Seller to Buyer in connection herewith, (iii) any claim or cause of action for fraudulent transfers relating to any matter occurring on or prior to the Closing Date under any Law and by or for the benefit of Seller or any Acquired Company; (iv) any claim related to any Bankruptcy or Insolvency Proceeding of Seller; (v) any claim by any employee of the Acquired Companies for any payments or benefits as a result of the termination, during a period commencing ninety (90) days prior to the date hereof and ending on the Closing Date, of his or her employment with an Acquired Company or its successors under any Contract dated prior to the Closing Date to which any Acquired Company and such participant are parties or under any severance policy, practice or plan of Buyer Indemnified Parties may be subjectedthe Acquired Companies, as applied to such participant prior to, on, or on the date following the Closing Date; (vi) any Environmental Actions relating to, arising out of or resulting from the Environmental Conditions of any Seller Facility or any act or omission of any Acquired Company on or prior to the Closing Date; (1vii) any misrepresentation, claim related to breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of fiduciary duty by Xxxxxx X. Xxxxxxxxx in connection with this Agreement or the transactions contemplated hereby, (viii) any agreement claim that the Purchase Price was not reasonably equivalent value for the Interest, and (ix) any claim brought by, or document executed in connection herewith by Seller or on behalf of Seller’s stockholders other than pursuant to Section 8.4 below. Such obligations apply regardless of the Company presence of a Third Party Claim (provided that, solely for as defined below). For purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any such representation Party in this Agreement, or warrantyin any certificate or other instrument delivered pursuant hereto, such representation or warranty shall be read deemed to have been made without giving effect to any the inclusion of limitations or qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured partyword “material,” if with the inclusion of such limitation or qualification the representation, whether warranty or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyercovenant was breached.

Indemnification of Buyer. Except (a) From and after the Closing (but subject to the terms and conditions of this Article 9), Buyer Indemnitees will be indemnified by Seller from the Escrow Funds (to the extent of available funds) or otherwise as provided set forth in Section 8.4this Article 9 in respect of any loss, Seller shall indemnify and hold harmless Buyer and each officerliability, director and Affiliate of Buyerclaim, including without limitationdamage, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses expense (including court costs of investigation and defense and reasonable attorneys’ fees and expenses expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred in investigating and preparing for by Buyer or any litigation of its Affiliates, officers, directors, employees, shareholders, Representatives or proceeding) agents (collectively, the “Indemnifiable CostsBuyer Indemnitees”)) to the extent such Loss directly or indirectly results from (i) a breach of any representation or warranty of Seller or the Company contained in Articles 3 and 4 of this Agreement, which in each case taking into account any of Buyer Indemnified Parties may sustaindisclosure made pursuant to Section 6.06, or to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default certificates delivered by Seller or the Company pursuant to this Agreement; (ii) any breach of any covenant of Seller contained in this Agreement; (iii) any and all liability for Taxes with respect to a Pre-Closing Tax Period of the representationsCompany and its Subsidiaries, covenantsother than (1) any such Taxes that have been taken into account for purposes of Net Working Capital or otherwise under Article 1 hereof, conditions, agreements or other provisions (2) any such Taxes that have been paid by Seller pursuant to Section 9.09; (iv) any breach of any covenant of the Company contained in this Agreement or requiring performance by the Company prior to the Closing; (v) any agreement or document executed Indebtedness not paid in connection herewith full by Seller or the Company (provided that, solely for purposes of determining at the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties)Closing; (2vi) any claim Transaction Fees not paid in full by Seller or liability against the Company at Closing; or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as (vii) those matters set forth on Schedule 3.17; (3) except as fully reserved for in the Financial StatementsLegal Compliance Schedule, the Company’s tortious acts or omissions Health Care Matters Schedule and the Employment and Labor Matters Schedule (solely with respect to act prior those matters disclosed pursuant to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual propertySection 4.21(e); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer).

Indemnification of Buyer. Except as provided Subject to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.48.14, Seller shall indemnify indemnify, defend, save and hold harmless keep Buyer and each officerits respective Affiliates (including the Acquired Companies after they are acquired), director their respective members, managers, officers, directors, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), harmless against and from and against any and all damagesliability, demands, claims, actions or causes of action, assessments, losses, claims, liabilities, demands, charges, suitsfines, penalties, costs costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses (expenses, including without limitation, reasonable attorneys’ fees, court costs and reasonable attorneys’ fees other fees, disbursements and expenses incurred expenses, whether payable in investigating and preparing for any litigation cash, property or proceeding) otherwise (collectively, the “Indemnifiable CostsDamages”), which ) sustained or incurred by any of the Buyer Indemnified Parties may sustainIndemnitees to the extent they are a result of, arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer Indemnified Parties may be subjectedpursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (1i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any misrepresentation, breach or default by Seller Environmental Conditions known to Sellers or the Company of any Acquired Companies at the time of the representationsClosing for any Facility which is or was leased by the Acquired Companies from an independent third party, covenants, conditions, agreements or other provisions (iii) any act or omission of this Agreement the Acquired Companies on or prior to the Closing Date; or (d) any agreement or document executed in connection herewith by Seller or matter set forth on Schedule 8.2. Such obligations apply regardless of the Company (provided that, solely for presence of a Third-Party Claim. For purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any such representation Party in this Agreement, or warrantyin any certificate or other instrument delivered pursuant hereto, such representation or warranty shall be read deemed to have been made without giving effect to any the inclusion of limitations or qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured partyword “material,” if with the inclusion of such limitation or qualification the representation, whether warranty or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyercovenant was breached.

Indemnification of Buyer. Except as provided in Section 8.4Subject to the other provisions of this Article, Seller the Shareholder shall defend, indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, together with its respective directors, officers, employees, shareholders, subsidiaries, agents, advisors, attorneys, accountants, consultants and Affiliates (including without limitation, limitation the Company or any successor of and the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceedingSubsidiaries) (collectively, the “Indemnifiable Costs”"Buyer Indemnitees"), which harmless from and against, and promptly reimburse the Buyer Indemnitees for, any loss, expense, damage, deficiency, liability, claim or obligation, including without limitation investigative costs, costs of defense, settlement costs (subject to approval as provided below) and attorneys' and accountants' fees (collectively, "Losses") that any Buyer Indemnified Parties may sustain, Indemnitee incurs or to which any Buyer Indemnitee becomes subject (directly or indirectly, including without limitation by virtue of Buyer Indemnified Parties may the occurrence of any Losses at the Company and including without limitation future costs and expenses reasonably expected to be subjectedincurred in connection with any Loss), arising which Losses arise out of or in connection with (1i) any misrepresentation, breach or default Breach by any Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions provision of this Agreement or any agreement or document executed in connection herewith by Seller or the Company Agreement, (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2ii) any claim asserted by any third party that, assuming the truth thereof, would constitute a Breach by any Seller of any provision of this Agreement, (iii) any obligation in connection with any transaction listed on, or liability against improperly omitted from, Disclosure Schedule 3.6(f), (iv) the Proceedings, whether or not listed on Disclosure Schedule 3.5(c), (v) any Tax in excess of the applicable funded reserve for accrued but unpaid Taxes owed by the Company or a Subsidiary for any period (or portion of a period) prior to the date hereof, (vi) any promissory note, installment sales contract or similar arrangement of any customer of the Company or a Subsidiary entered into or agreed to prior to the date hereof and pursuant to which the Company or a Subsidiary is or may be contingently liable as a guarantor or other obligor either with limited or full recourse, or (vii) any claim, suit or other legal action arising against the Company, Buyer Indemnified Parties by any Person or their Affiliates after the Closing Date based on events occurring or circumstances existing prior to August 10, 2000, that would have been required to be listed on Disclosure Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation3.5(c) if such claim, but only to the extent it was known to Seller and should have been, but was not, fully reflected for suit or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act other legal action had been asserted prior to the Closing for which the Company was on notice Date or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4viii) any claims or liability against the Company known at the time Adjustment in excess of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer$500,000.

Indemnification of Buyer. Except as provided From and after the Closing and subject to the limitations contained in Section 8.4this Article IX, Seller shall Parent, US Seller and UK Seller will, jointly and severally, indemnify Buyer, its Affiliates (including the Company, Akos and hold harmless Buyer their respective Subsidiaries) and each officerof their respective officers, director directors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company Affiliates (collectively, the “Buyer Indemnified Parties”) from and hold the Buyer Indemnified Parties harmless against any and all damagesloss, lossesexpense, claimsliability, liabilitiesobligation, demandscost or other damage, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for fees, to the extent of the actual amount of such loss, expense, liability or other damage (without regard to the use of any litigation or proceedingmultiplier) (collectively, “Damages”) that the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, have incurred by arising out of (1i) any misrepresentation, the inaccuracy or breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications of Seller contained in such representations and warranties)Article IV of this Agreement; (2ii) a breach by Seller of any covenant of Seller contained in this Agreement; (iii) any claim claim, demand, assessment, action, suit or liability against Proceeding related to or arising out of the Company alleged or claimed transfer, prior to Closing, of obligations from any client of the Company, Akos or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only their respective Subsidiaries to the extent it was known Company, Akos or any of their respective Subsidiaries pursuant to Seller and should have been21 CFR 312.52(a) of the Code of Federal Regulations, but was not, fully reflected for or fully reserved for in (iv) the Financial Statements as employment and/or any termination of the employees set forth on Schedule 3.17; 9.1 of the Disclosure Schedules, (3v) except as fully reserved Akos having been a party to, or engaged in, any agreement, action, decision or activity which is or which may be held to be prohibited, void or illegal or in breach of the financial assistance provisions of Section 151 to 158 of the United Kingdom Companies Xxx 0000, or (vi) any event resulting in a claim or any claim for in medical expenses (including hospitalizations with the Financial Statements, the Company’s tortious acts or omissions to act first date of hospitalization occuring prior to the Closing for which the Company was Date) incurred on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing Date, but in no event for any medical expenses incurred or hospitalizations with the first date of hospitalization occuring after the Closing Date. All such calculations of Damages shall take into account any insurance proceeds received by the Buyer Indemnified Parties (net of all reasonable costs, charges and expenses incurred by the Buyer Indemnified Party in obtaining such recovery, and any increase in insurance premiums resulting from such claim) in connection with the matter out of which such Damages shall arise. The Buyer Indemnified Parties agree to use commercially reasonable efforts to obtain such insurance proceeds. If an indemnification payment is received by any Governmental Body or representative Buyer Indemnified Party, and such Buyer Indemnified Party later receives insurance proceeds, other third party recoveries in respect of the related Damages, such Buyer Indemnified Party shall promptly pay to Seller such amount. Nothing in this Section 9.1 shall permit any Seller to delay making any payment owing to a Buyer Indemnified Party under this Section 9.1. Notwithstanding anything herein to the contrary, (a) the Buyer Indemnified Parties shall not be entitled to seek indemnification under this Section 9.1 with respect to any Damages unless and until the aggregate amount of all Damages suffered by the Buyer Indemnified Parties exceeds in the aggregate $500,000 and then the Buyer Indemnified Parties shall only be entitled to indemnification for unclaimed property (also known as escheat, abandoned or residual property)such aggregate amount in excess of $400,000; (5b) the Buyer Indemnified Parties shall not be deemed to have incurred any Damages unless the Damages arising from an individual claim exceed (together with all other claims so substantially related as to effectively constitute one claim) $25,000; (c) the aggregate amount of all payments to which the Buyer Indemnified Parties shall be entitled to receive under this Section 9.1 shall in no event exceed the Cap; and (d) the amount to which any Buyer Indemnified Party may become entitled under this Section 9.1 shall be reduced by any accruals or reserves with respect to the matters to which the Damages relate to the extent such accruals or reserves are included as a liability in the calculation of Net Working Capital. The limitations set forth in (a), (b) and (c) of the preceding sentence shall not apply to (A) claims pursuant to clause (ii), clause (iii), clause (iv), clause (v) or clause (vi) of the first sentence of Section 9.1; and (B) claims relating to breaches of the representations contained in the first sentence of Section 4.1, Section 4.2(a), Section 4.2(b), the first sentence of Section 4.2(d), Section 4.2(e), Section 4.3(a), Section 4.15 and Section 4.16; and (C) any indebtedness claims for fraud. Seller shall not be liable for any punitive, special, consequential, exemplary or incidental Damages, except to the extent such Damages are payable with respect to the claim of a third party for which Seller is required to indemnify the Company outstanding as Buyer Indemnified Parties hereunder. Seller shall not be liable for Damages based on lost profits, diminution of value or computed on a multiple of earnings or any similar basis that may have been used at arriving at the Closing Purchase Price. Notwithstanding anything to the contrary in this Agreement, this Article IX shall not expressly assumed apply to any Indemnification with respect to any Tax matters, which shall be exclusively governed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.Article X.

Indemnification of Buyer. Except as provided In consideration of the Buyers’ execution and delivery of the Transaction Documents and the acquisition of the Securities hereunder and in Section 8.4addition to all of the Company’s other obligations under the Transaction Documents, Seller the Company shall defend, protect, indemnify and hold harmless each Buyer and each officerall of its affiliates, director members, officers, directors, and Affiliate employees, and any of Buyerthe foregoing person’s agents or other representatives (including, including without limitation, those retained in connection with the Company or any successor of the Company transactions contemplated by this Agreement) (collectively, the “Buyer Indemnified PartiesIndemnitees”) from and against any and all damagesactions, causes of action, suits, claims, losses, claims, liabilities, demands, charges, suitscosts, penalties, costs fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including court costs and reasonable attorneys’ fees of the Buyer Indemnitee’s choice and expenses incurred in investigating and preparing for any litigation or proceeding) disbursements (collectively, the “Indemnifiable CostsBuyer Indemnified Liabilities”), which incurred by any of Buyer Indemnified Parties may sustainIndemnitee as a result of, or to which any of Buyer Indemnified Parties may be subjected, arising out of of, or relating to (1) any misrepresentation, misrepresentation or breach of any representation or default warranty made by Seller or the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (2) any breach of any covenant, agreement or obligation of the representations, covenants, conditions, agreements or other provisions of this Agreement Company contained in the Transaction Documents or any agreement other certificate, instrument or document executed in connection herewith by Seller contemplated therein or (3) any cause of action, suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting from the Company execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Buyer Indemnified Liabilities which directly and primarily result from (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon A) a breach of any of such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such Buyer’s representations and warranties); , covenants or agreements made in the Transaction Documents or any certificate, instrument or document contemplated therein or (2B) the gross negligence, bad faith, willful misconduct or malfeasance of such Buyer or any claim or liability against other Buyer Indemnitee. To the extent that the foregoing undertaking by the Company or may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior Liabilities which is permissible under applicable law; provided, however, that no Buyer Indemnitee shall be entitled to Closing which form the alleged basis indemnification for any litigationspecial, but only consequential (including lost profits or diminution in value) or punitive damages. Notwithstanding anything to the extent it was known contrary, consequential damages shall be deemed not to Seller and should have been, but was not, fully reflected for or fully reserved for include diminution in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing value of the Agreement assessed for periods prior to Securities, which is specifically excluded from damages covered by the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerBuyer Indemnified Liabilities.

Indemnification of Buyer. Except as provided in and subject to Section 8.48.6, Seller shall the Sellers agrees to indemnify and hold harmless Buyer, the Companies, each officer and director of the Companies and Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company Companies or Buyer (collectively, the “Buyer Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ ' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”"INDEMNIFIABLE COSTS"), which any of Buyer the Indemnified Parties may sustain, or to which any of Buyer the Indemnified Parties may be subjected, arising out of (1A) any misrepresentation, breach or default by Seller the Sellers or the Company Companies of or under any of the representations, warranties, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or herewith, (B) the Company (provided that, solely for purposes assertion of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company Companies or any of Buyer the Indemnified Parties involving the Companies by any Person listed on Schedule 3.17 based upon facts occurring or circumstances arising prior to the Closing Date which form the alleged basis for any claim or litigation, but only to (C) the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s Companies' tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and Companies did not carry liability insurance for itself as the insured partyparty sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; , or (4D) any claims accounts payable or liability against the Company known at the time of signing accrued liabilities of the Agreement assessed for periods Companies incurred prior to the Closing Date but paid by any Governmental Body Buyer or representative for unclaimed property (also known as escheat, abandoned the Companies on or residual property); (5) any indebtedness of the Company outstanding as of after the Closing Date to the extent not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability reflected on the part of BuyerAudited Closing Balance Sheet.

Indemnification of Buyer. Except as provided in Section 8.4, The Seller shall agrees to indemnify and hold the Buyer harmless Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against with respect to any and all damages, losses, claims, liabilities, demandslosses, charges, suits, penaltiesdamages, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation attorney's fees) arising from or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or related to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default by Seller or the Company of any of the representationsfollowing: (a) any material inaccuracies in any representation or warranty made by the Seller herein or in any document delivered by the Seller in connection herewith, covenants, conditions, agreements or other provisions of any material failure by the Seller to comply with any covenant made by the Seller in this Agreement or any agreement such document; (b) any and all claims, liabilities and obligations arising out of the ownership or document executed in connection herewith by Seller operation on or prior to the Closing Date of the Stations or the Company (Acquired Assets or the performance on or prior to the Closing Date of the Contracts; provided thatthat such claims, solely for purposes of determining liabilities and obligations are based on facts which came into existence after the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties)Closing Date; (2c) any claim or liability against arising under the Company bulk sales or related tax laws of any jurisdiction in connection with transactions contemplated by this Agreement (in view of such indemnification obligation the Buyer Indemnified Parties by hereby waives the Seller's compliance with any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only such bulk sales and related tax laws as a condition to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17Closing hereunder); (3d) except as fully reserved for any claims, liability or obligation with respect to any employee of the Seller in the Financial Statements, the Company’s tortious acts connection with his or omissions to act her employment and/or termination of employment on or prior to the Closing for which Date by the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warrantySeller; (4e) any and all claims or liability against counterclaims arising in connection with the Company known at the time of signing Excluded Assets; or (f) any loss, cost or expense of the Agreement assessed for periods prior Buyer relating to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness failure of the Company outstanding as Seller to comply in any material respect with the provisions of this Section 14, provided that Seller shall have no liability under this 14.1 until the Closing not expressly assumed by Buyer. This aggregate for all claims hereunder exceeds the Threshold Amount, in which event Seller shall be liable for all claims for indemnification is expressly intended to apply notwithstanding any negligence (whether solehereunder, concurrent, active or passive) or other fault or strict liability on including the part of BuyerThreshold Amount.

Indemnification of Buyer. Except as provided Subject to the limitations contained in this Section 8.49, Seller shall indemnify Bagcraft, ARTRA and Arcar, jointly and severally, agree to indemnify, defend and hold harmless Buyer and each officerof its Affiliates and their respective directors, director officers, employees, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) assigns from and against any and all damageslosses, lossesliabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), expenses (including fees and disbursements of counsel and expenses of investigation and defense), claims, liabilitiesliens or other obligations of any nature whatsoever (hereinafter individually, demands, charges, suits, penalties, costs a "Loss" and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”)"Losses") which, which directly or indirectly, arise out of, result from or relate to (a) any inaccuracy in or any breach of Buyer Indemnified Parties may sustainany representation and warranty, or to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default by Seller or the Company of any covenant or agreement, of the representationsBagcraft, covenants, conditions, agreements ARTRA or other provisions of Arcar contained in this Agreement or in any agreement document or document executed in connection herewith other papers delivered by Seller any of them pursuant to this Agreement, (b) any Excluded Liability, or (c) the Company failure of Arcar to comply with any bulk sales or similar Laws and Buyer's waiver of compliance with such Laws. The parties hereto agree that if Buyer seeks indemnification for any Losses pursuant to this Section 9.2, an offset shall be allowed for an amount equal to the excess, if any, of (provided that, solely for purposes of determining i) the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; the Statement of Net Assets as a reserve for claims under the Medical Plan over (3ii) except the actual amount paid by Buyer for such claims. Buyer hereby agrees that Buyer shall not be entitled to recover from any of Bagcraft, ARTRA and/or Arcar any indemnification under clause (a) of Section 9.2 as fully reserved for in the Financial Statements, the Company’s tortious acts it relates to any inaccuracy or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; warranty (4) other than as the same relates to any claims inaccuracy in or liability against the Company known at the time of signing breach of the Agreement assessed for periods prior representations and warranties set forth in Section 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.13, 4.14, and 4.15, which shall not be subject to limitations of this Section 9.2) unless and until the total of all Losses with respect to the Closing by any Governmental Body or representative for unclaimed property matters covered thereby exceed $25,000.00 (the "Threshold Amount"). Once such Losses exceed the Threshold Amount the indemnification under clause (a) of Section 9.2 shall also known as escheat, abandoned or residual property); (5) any indebtedness of include those Losses which were less than the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerThreshold Amount.

Indemnification of Buyer. Except as provided in The Company (solely with respect to claims made under this Section 8.4, Seller shall 9.1 prior to the Closing) and Stockholder hereby jointly and severally agree to indemnify and hold harmless Parent, Buyer and each officer, director of its and Affiliate of Buyer, including without limitation, the Company or any successor of the Company their respective directors and officers (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”) from ), against and against in respect of any and all damagesout-of-pocket loss, lossescost, claimspayments, liabilitiesdemand, demandspenalty, chargesforfeiture, suitsexpense, penaltiesliability, judgment, deficiency or damage or claim (including actual costs of investigation and attorneys’ fees but, excluding internal costs and expenses (including court costs of Purchaser Indemnitees and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceedingits employees) (all of the foregoing collectively, the “Indemnifiable CostsLosses”), which ) incurred or sustained by any Purchaser Indemnitee as a result of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of in connection with (1a) any misrepresentationbreach, breach inaccuracy or default by Seller nonfulfillment or the Company alleged breach, inaccuracy or nonfulfillment of any of the representations, covenants, conditions, agreements or other provisions warranties and covenants of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or Stockholder contained herein or in any of Buyer Indemnified Parties the Additional Agreements or any certificate or other writing executed and delivered pursuant hereto, (b) any Actions by any Person listed on Schedule 3.17 based upon facts third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, torts or consumer complaints) for any period prior to the Closing Date as a result of the fraudulent or illegal actions of the Company, (c) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, (d) any claims by any employee of the Company with respect to any period or event occurring prior to the Closing which form Date, (e) the alleged basis for failure of the Company to pay any litigation, but only Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on or prior to the extent it was known Closing Date, except as disclosed herein, or (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement, subject to Seller and should have been, but was not, fully reflected the Company’s obligation to pay money to Stockholder for or fully reserved for in the Financial Statements such Taxes as set forth on Schedule 3.176.2. The total payments made by Stockholder to the Purchaser Indemnitees with respect to Losses shall not exceed the portion of the Purchase Price actually received by Stockholder (the “Indemnifiable Loss Limit”). No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 9.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses; provided any breach of Sections 3.1 (3) except as fully reserved for in the Financial StatementsCorporate Existence and Power), 3.2 (Authorization), 3.3. (Governmental Authorization), 3.5 (Capitalization), 3.6 (Articles of Incorporation and By-Laws), 3.10 (Subsidiaries), or 3.15 (Properties; Title to the Company’s tortious acts or omissions to act prior Assets) shall not be subject to the Closing for which Basket. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 5.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation failure of any representation Stockholder to perform any covenant or warranty; (4) obligation to be performed by him or it at or after the Closing Date, shall not, in any claims such case, be subject to or liability applied against the Company known at Indemnifiable Loss Limit or the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheatBasket, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyerrespectively.

Indemnification of Buyer. Except Each Seller agrees that notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or of any information Buyer may have in respect of such investigation, Sellers, severally on a pro rata basis based upon the percentage of the Purchase Price payable to such Seller as provided in Section 8.4set forth on Exhibit A hereto, Seller shall will indemnify and hold harmless Buyer and each officer, director and Affiliate affiliate of Buyer, including without limitation, the Company or any successor of the Company Buyer (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Buyer Indemnifiable Costs”), which any of the Buyer Indemnified Parties may sustain, or to which any of the Buyer Indemnified Parties may be subjected, arising out of (1A) any misrepresentation, misrepresentation or breach or default by Seller or the Company of any of the representationsrepresentations and warranties made by the Company, covenants, conditions, agreements any LLC or other provisions of any Seller contained in this Agreement or any Related Agreement, including without limitation the Aircraft Purchase Agreement; (B) any failure by the Company, any LLC or any Seller to duly perform or observe any term, provision, covenant, agreement or document executed condition in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company this Agreement or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Related Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyerthe Company, any LLC or any Seller to be performed or observed; (C) Taxes for which the Sellers are responsible pursuant to Article VII, including any Arizona Tax Losses for which the Sellers are responsible pursuant to Section 7.2(f) and any liability for Taxes in connection with the matter listed on Schedule 8.2(a); (D) any Use Tax Obligations or related liabilities or any Excise Tax Obligations or related liabilities, in either case for any Pre-Closing Tax Period and for the portion of any period ending on and including the Closing Date (the “Specified Tax Costs”); (E) the Form 5500 Expenses; and (F) any matter listed or required to be listed on Schedule 2.14.

Indemnification of Buyer. Except as provided in Section 8.4From and after the Closing and subject to Sections 9.2, 9.5 and 9.6, each Seller shall indemnify and Beneficial Seller shall, severally and not jointly, indemnify, defend, hold harmless harmless, pay and reimburse Buyer and each officerits Subsidiaries and their respective officers, director directors, employees, stockholders, Affiliates, control persons, successors, assigns, consultants, accountants, counsel and Affiliate of Buyer, including without limitation, the Company or any successor of the Company other advisors (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), from and against (a) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation Losses or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjectedTaxes based upon, arising out of (1) or caused by any misrepresentationinaccuracy in, or breach or default by Seller or the Company of of, any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith representations and warranties made by such Seller or Beneficial Seller in Article 3 or by Sellers or Beneficial Sellers in Article 4 or in any certificate or instrument delivered by Sellers, Beneficial Sellers or Seller’s Representative pursuant to this Agreement, as of the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, date such representation or warranty shall be read without giving effect to any qualifications in was made or as if such representation or warranty were made on and as of the Closing Date; (b) any Losses or Taxes based upon, arising out of or caused by any breach or nonperformance of any covenant or obligation made or incurred by Sellers, Beneficial Sellers or Sellers’ Representative herein; and (c) any Taxes that Seller and Beneficial Sellers covenant and agree that they are responsible for in Section 10.1(a). Notwithstanding the foregoing, with respect to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such the representations and warranties); (2) warranties made in Article 3, each Seller and Beneficial Seller is responsible for only those representations and warranties made by that Seller or Beneficial Seller, and no Seller or Beneficial Seller shall be obligated to indemnify, defend, hold harmless, pay or reimburse Buyer Indemnitees for Losses based upon, arising out of or caused by, any claim inaccuracy in, or liability against the Company breach of, any representation or any of Buyer Indemnified Parties warranty made by any Person listed on Schedule 3.17 based upon facts occurring prior other Seller or Beneficial Seller in Article 3. The Escrowed Funds shall be available to Closing which form satisfy claims for indemnification of Losses by Buyer Indemnitees hereunder, except if any such claim relates to a breach of a representation or warranty in Article 3 hereof the alleged basis for any litigation, Escrowed Funds shall be available but only to the extent it of the applicable portion of the Escrowed Funds attributable to the applicable Seller or Beneficial Seller that was known to found in breach of the representation or warranty in Article 3 and, each Seller and should have beenBeneficial Seller agrees that Buyer may proceed directly (without first proceeding against the Escrowed Funds) against the applicable Seller or Beneficial Seller for Losses based upon, but was notarising out of or caused by, fully reflected for any inaccuracy in, or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statementsbreach of, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4warranty made by such Seller or Beneficial Seller in Article 3. The indemnification responsibilities of any Seller or Beneficial Seller hereunder shall be construed as being several and in the percentage set forth in Section 2.6(a) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing Disclosure Letter. Any indemnifiable Loss hereunder created by any Governmental Body act or representative omission by Sellers’ Representative as provided herein shall be deemed to be a Loss that is the several responsibility of Sellers and Beneficial Sellers for unclaimed property (also known as escheatpurposes of this Section 9.1. Sellers and Beneficial Sellers do not make and shall not be deemed to have made, abandoned nor is Buyer relying upon, any representation, warranty, covenant or residual property); (5) any indebtedness obligation other than those representations, warranties, covenants and obligations that are expressly set forth in this Agreement. Notwithstanding Buyer’s right to investigate the affairs of the Company outstanding as Acquired Companies or any knowledge of Buyer or its Affiliates or representatives obtained through such investigation, Buyer shall have the Closing not expressly assumed by Buyer. This indemnification is expressly intended right to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability rely fully on the part representations, warranties, covenants and obligations of BuyerSellers, Beneficial Sellers and Sellers’ Representatives contained in this Agreement (as qualified by the Disclosure Letter) and any certificate or instrument delivered by Sellers, Beneficial Sellers or Sellers’ Representative pursuant to this Agreement (as qualified by the Disclosure Letter).

Indemnification of Buyer. Except as provided in Section 8.4Stockholder agrees that following the Closing she will indemnify, Seller shall indemnify defend and hold harmless Buyer and each officer, director director, agent, stockholder, - 15 - representative and Affiliate affiliate of Buyer, including including, without limitation, the Company or any successor of the Company Buyer (collectively, the “"Buyer Indemnified Parties”Indemnitees") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ ' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “"Indemnifiable Costs”"), which any of the Buyer Indemnified Parties Indemnitees may sustain, or to which any of the Buyer Indemnified Parties Indemnitees may be subjected, arising out of (1i) any misrepresentation, breach or default by Seller inaccuracy in any representation or the Company breach of any warranty of Stockholder under this Agreement, or (ii) any failure by the representationsStockholder to duly perform or observe any term, covenantsprovision, conditionscovenant, agreements agreement or other provisions of condition in this Agreement on her part to be performed or observed, whether before or after the Closing; provided, however, that Stockholder shall not have any agreement or document executed obligation to indemnify any Buyer Indemnitee from and against any Indemnifiable Costs described in connection herewith by Seller or this sentence, until the Company (Indemnifiable Costs exceed $300,000 but then from the first dollar of loss sustained, and provided that, solely further that the Stockholder shall have no liability for purposes Indemnifiable Costs described in this sentence in excess of determining the amount $2,400,000 of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty(the "Maximum Liability Amount"), such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved expressly provided herein. The Stockholder shall (except as expressly provided herein) be responsible only for in Indemnifiable Costs relating to claims with respect to which written claim for indemnification was given to Stockholder on or before the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as two-year anniversary date of the Closing Date. The indemnification remedy provided in this Section 7.1 shall be the exclusive remedy of the Buyer Indemnitees for any breaches and misrepresentations (whether in contract or in tort). Notwithstanding anything contained in this Agreement to the contrary, any claims relating to (x) breaches and misrepresentations with respect to Sections 3.1 (Ownership of Stock), 3.2 (Authorization), 3.3 (No Approvals or Conflicts), 3.9 (Agreements) or 3.10 (No Brokers' or Other Fees), (y) breaches of covenants or (z) any fraud (as contrasted to negligent misrepresentation) or intentional misrepresentation by the Stockholder (A) shall not expressly assumed by Buyer. This be subject to the Maximum Liability Amount, (B) may be brought at any time within the applicable statute of limitations periods, even if notice for such claim for indemnification is expressly intended given beyond the two-year anniversary of the Closing Date and (C) with respect to apply notwithstanding any negligence claims under (whether solex), concurrent(y) and (z) above, active or passive) or other fault or strict Indemnifiable Costs shall not be required first to exceed $300,000 before the Stockholder shall be subject to liability on the part of Buyerfor such costs.

Indemnification of Buyer. Except Subject to the other provisions of this Article, before the Closing the Sellers jointly and severally, and after the Closing the Stockholder and the Other Stockholders, jointly and severally (collectively, as provided in Section 8.4applicable, the "Seller Indemnitors"), shall defend, indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, including without limitationthe Surviving Corporation (from and after the Closing), the Company or any successor of the Company and their respective directors, officers, employees, stockholders, subsidiaries, agents, advisors, attorneys, accountants, consultants and affiliates (collectively, the “"Buyer Indemnified Parties”) Indemnitees"), harmless from and against against, and promptly reimburse the Buyer Indemnitees for, any and all damagesloss, lossesexpense, claimsdamage, liabilitiesdeficiency, demandsliability, chargesclaim or obligation, suits, penaltiesincluding investigative costs, costs of defense, settlement costs (subject to approval as provided below) and expenses (including court costs attorneys' and reasonable attorneys’ accountants' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which "Losses") that any of Buyer Indemnified Parties may sustain, Indemnitee suffers or incurs or to which any of Buyer Indemnified Parties may be subjectedIndemnitee becomes subject, arising which Losses arise out of or in connection with (1i) any misrepresentation, breach or default Breach by any Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith Related Agreement, (ii) any claim asserted by Seller or the Company (provided any third party that, solely assuming the truth thereof, would constitute a Breach by any Seller of this Agreement or any Related Agreement, (iii) the Proceedings, whether or not listed on the Disclosure Schedule to Section 6.5(c) (Litigation) (provided, however, that the Seller Indemnitors' obligation to indemnify for purposes any Loss arising out of determining any Proceeding shall be reduced by any amount previously collected by the Surviving Corporation in satisfaction of judgments in the Surviving Corporation's favor arising out of any Proceeding, or, if any such collection by the Surviving Corporation occurs after the reduction of any Earnout Payment by the amount of Indemnifiable Costs suffered by Buyer upon a breach any Loss arising out of any such representation Proceeding, and prior to April 30, 2001, then the Surviving Corporation shall pay to the Stockholders (without duplication in the calculation or warrantypayment of future Earnout Payments) an amount equal to the lesser of the amount offset or the amount of the collection, such representation or warranty provided further, that the Seller Indemnitors shall be read without giving effect entitled to any qualifications in utilize such representation or warranty as reduction only once with respect to materialitythe amount collected pursuant to each such judgment), Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2iv) any claim or liability against Tax in excess of the applicable reserve (other than any reserve for deferred Taxes established to reflect temporary differences between book and Tax basis in assets and liabilities) for accrued but unpaid Taxes owed by the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act period prior to the Closing for which or (v) any liability arising out of Marketing Solution Publications, Inc. The Seller Indemnitors shall promptly pay or reimburse to the Company was on notice or had actual knowledge Buyer Indemnitees the amount of all Losses after the amount of any such Loss and not disclosed to such Seller Indemnitor's liability therefor is established by (A) agreement in writing between Buyer and did the Stockholders' Representative or (B) arbitration pursuant to Section 10.7 (Dispute Resolution) (any Loss so determined is referred to herein as an "Established Loss"). If each Seller Indemnitor does not carry liability insurance for itself pay to the Buyer Indemnitees the amount of the Established Loss on or before the 30th day after the determination described in item (A) or (B) above, then on the 31st day after such determination, the amount of the Established Loss payable by such Seller Indemnitor shall bear interest at a rate of interest per annum that shall, from day to day, equal the lesser of (X) the variable rate of interest published in the Money Rates section of the Wall Street Journal (or the comparable section of such newspaper) as the insured partyprime rate of interest on corporate loans at large United States money center commercial banks plus five percent (5%) and (Y) the maximum rate allowed under applicable law. Notwithstanding the foregoing, whether or not no such acts or omissions to act result in a breach or violation interest shall accrue on the portion of any representation or warranty; Established Loss that is set off against an Earnout Payment pursuant to Section 10.2(c) (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual propertySetoff); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyer.

Indemnification of Buyer. Except as provided in Section 8.4, Seller shall Sellers hereby agree to indemnify and hold Buyer harmless Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damagesBuyer's Damages (as defined in Section 6.06 below) arising out of, lossesattributable to, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustainresulting from, or incurred with respect to (i) any breach of warranty or misrepresentation by or on behalf of Sellers under this Agreement, or the breach or non-performance of any covenant, agreement, or obligation to be performed by Sellers; (ii) any misrepresentation in, or omission from, any certificate or instrument executed and delivered or to be executed and delivered by or on behalf of Sellers in connection with this Agreement; (iii) any error or omission of Sellers in the operation of the Purchased Business or relating to work performed or services rendered on the Purchased Projects on or prior to the Effective Date or on the Excluded Projects at any time for which professional liability accrues under Sellers' Professional Indemnity insurance policy; (iv) any act or omission of Buyer Indemnified Parties may be subjectedSellers in the operation of the Purchased Business or relating to work performed or services rendered on the Purchased Projects on or prior to the Effective Date or on the Excluded Projects at any time for which liability accrues for personal injury or property damage; (v) any liability or obligation related to the Purchased Assets or the Excluded Assets which arose on or prior to the Effective Date; (vi) any liability or obligation of Sellers not expressly assumed under this Agreement by Buyer, including without limitation any liability or obligation of Sellers arising out of the Employee Retirement Income Security Act of 1974, as amended (1"ERISA"), with respect to any employee welfare benefit plan or employee pension benefit plan (as such terms are defined in ERISA), maintained by Sellers or any of their affiliates; (vii) any misrepresentation, breach failure of Buyer or default by Seller Sellers to comply with any bulk sales act or similar statute in connection with this Agreement; (viii) client audits relating to work performed or services rendered on the Purchased Projects or the Company of any of Excluded Projects on or prior to the representations, covenants, conditions, agreements Effective Date; or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2ix) any claim or liability made against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for creditor or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge past creditor of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerSellers.

Indemnification of Buyer. Except as provided Subject to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.48.14, Seller shall indemnify indemnify, defend, save and hold harmless keep Buyer and each officer, director and Affiliate of Buyer, its respective Affiliates (including without limitation, the Company or any successor of the Company after it is acquired), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), harmless against and from and against any and all damagesLiability, demands, claims, actions or causes of action, assessments, losses, claimsfines, liabilitiespenalties (provided that punitive damages will only constitute Damages to the extent payable to a third party), demandscosts, chargesdamages, suitsdeficiencies, penaltieslost profits, costs diminution in value, consequential damages and expenses (expenses, including without limitation, reasonable attorneys’ fees, court costs and reasonable attorneys’ fees other fees, disbursements and expenses incurred expenses, whether payable in investigating and preparing for any litigation cash, property or proceeding) otherwise (collectively, the “Indemnifiable CostsDamages”), which ) sustained or incurred by any of Buyer Indemnified Parties may sustainIndemnitees to the extent they are a result of, arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Company or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Company or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Company or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer Indemnified Parties may be subjectedpursuant hereto or in any closing document delivered by Company or any Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (1i) the Environmental Conditions of any misrepresentation, breach Facility owned currently or default in the past in whole or in part by any Seller or the Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller Environmental Conditions known to Sellers or the Company at the time of the Closing for any Facility which is or was leased by the Company from an independent third party, or (provided thatiii) any act or omission of the Company on or prior to the Closing Date; (d) any matter disclosed in Section 4.13(c) or (h) of the Disclosure Schedule or any other liability related to the Company’s Employee Plans, solely for including but not limited to the withdrawal liability related to the Central States, Southeast and Southwest Areas Pension Plan; (e) any matter disclosed in Section 4.16 of the Disclosure Schedule; or (f) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such representation as the word “material,” if with the inclusion of such limitation or warrantyqualification the representation, warranty or covenant was breached. For purposes of determining any Damages under Section 8.2(c) or a breach of the Sellers’ representations under Section 4.20, such representation Damages shall not include the costs associated with any investigation or warranty shall be read without giving effect to any qualifications in such representation remediation undertaken or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim otherwise effected by or liability against on behalf of the Company or the Buyer that is out of the Ordinary Course of Business (as conducted by the Company immediately prior to the Closing) unless such act is necessary to comply with applicable Environmental Laws. To the extent that any Damages under Section 8.2(c) or arising as a result of Buyer Indemnified Parties a breach of the Sellers’ representations in Section 4.20 have been exacerbated or the costs thereof increased by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious affirmative acts or omissions to act prior to of the Buyer or the Company after the Closing Date in violation of applicable Environmental Laws (excluding for which such purposes acts necessary to comply with applicable Environmental Laws), the Buyer, and not the Sellers, shall be solely responsible for such increase in costs attributable thereto. For purposes of determining any Damages under Section 8.2(d) or from an alleged breach of the Sellers’ representations under Section 4.13, such Damages shall not include any Liability or other cost incurred by the Company was on notice or had actual knowledge of and not disclosed to the Buyer and did not carry liability insurance for itself as directly caused by the insured party, whether affirmative post-Closing withdrawal by the Buyer or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing from any “multiemployer plan” listed on Section 4.13(a) of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerDisclosure Schedule.

Indemnification of Buyer. Except as provided in Section 8.4From and after the Closing and subject to Sections 9.2, 9.5 and 9.6, each Seller shall indemnify shall, severally and not jointly, indemnify, defend, hold harmless harmless, pay and {P02534_X101.HTM;8} reimburse Buyer and each officerits officers, director directors, employees, stockholders, Affiliates, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable CostsIndemnitees”), which from and against: (a) any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjectedLosses based upon, arising out of (1) or caused by any misrepresentationinaccuracy in, or breach or default by Seller or the Company of of, any of the representations, covenants, conditions, agreements representations and warranties made by such Seller in Article 3 or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company in Article 4; (provided thatb) any Losses based upon, solely for purposes arising out of determining the amount of Indemnifiable Costs suffered or caused by Buyer upon a any breach or nonperformance of any such representation covenant or warrantyobligation made or incurred by Sellers, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or Sellers’ Representative herein; and (c) any Losses resulting from the failure of Buyer Indemnified Parties the Acquired Companies to comply with the emissions limits imposed by any Person listed the Clean Air Act Title V Permit Number 000-00000-00000 issued by the Indiana Department of Environmental Management as in effect on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing Date. Notwithstanding the foregoing, with respect to the representations and warranties made in Article 3 or any covenants made herein, each Seller is responsible for which only those representations, warranties and covenants made by that Seller, and no Seller shall be obligated to indemnify, defend, hold harmless, pay or reimburse Buyer Indemnitees for Losses based upon, arising out of or caused by, any inaccuracy in, or breach of, any representation, warranty or covenant made by any other Seller in Article 3 or otherwise herein; provided, however, that any indemnifiable Loss hereunder based upon, arising out of or caused by any act or omission by Sellers’ Representative shall be deemed to be a Loss that is the Company was on notice or had actual knowledge several responsibility of and not disclosed to Buyer and did not carry liability insurance Sellers for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation purposes of this Section 9.1. The indemnification responsibilities of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerSeller hereunder shall be several and in accordance with such Seller’s Percentage Interest.

Indemnification of Buyer. Except as provided in Section 8.4From and after the Closing and subject to Sections 10.2, 10.4 and 10.5, each Seller shall shall, severally and not jointly, indemnify Buyer, the Acquired Companies, and hold harmless each shareholder, officer, director, employee, agent, successor and assign of Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company Acquired Companies (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable CostsIndemnitees”), which against and hold the Buyer Indemnitees harmless from any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjectedLosses based upon, arising out of or caused by any breach of, the representations and warranties made by such Seller in Article 3 or any breach by such Seller of its covenant in Section 2.1 to deliver such Seller’s Respective Securities to Buyer at the Closing (1the indemnity set forth in this sentence is referred to herein as the “Seller Covenant”). From and after the Closing and subject to Sections 10.2, 10.4 and 10.5, Sellers shall jointly and severally indemnify Buyer Indemnitees against and hold the Buyer Indemnitees harmless from any Losses based upon, related to, arising out of, or caused by (a) any misrepresentationbreach of, any of the representations and warranties made by the Sellers in Article 4, (b) the breach of any covenant or default agreement by Sellers contained in this Agreement or any Closing document (excluding Article 3 or Section 2.1, which are specifically covered by the Seller Covenant), (c) the breach of any covenant or agreement by the Acquired Companies contained in this Agreement or any Closing document to be performed on or prior to the Closing, (d) the sale or distribution or alleged sale or distribution by the Acquired Companies of products containing asbestos (the indemnity set forth in this Section 10.1(d) is referred to herein as the “Asbestos Indemnity”), (e) any Claim for indemnification against any of the Acquired Companies by reason of the fact that any Seller or any of their directors, officers, employees or agents, was at or prior to the Closing a director, officer, employee, or agent of one or more of the Acquired Companies or was serving at the request of any such Person as a partner, trustee, director, officer, employee, or agent of one or more of the Acquired Companies (whether such Claim is for Losses or otherwise and whether such Claim is pursuant to any statute, charter document, bylaw, agreement or otherwise), including with respect to any Claim brought by Buyer against any of the Sellers (whether such Claim is pursuant to this Agreement, applicable Law or otherwise), (f) any amounts required to pay any Company Transaction Expenses not set forth on the Company Transaction Expense Statement and paid upon Closing (the indemnity set forth in this Section 10.1(f) is referred to herein as the “Expense Indemnity”), (g) any amounts required to pay any Indebtedness of the Acquired Companies as of the Closing Date that was not reflected on the Final Adjustment Statement (the indemnity set forth in this Section 10.1(g) is referred to herein as the “Indebtedness Indemnity”), (h) the presence of Hazardous Materials in the soil, groundwater, or drinking water at the property commonly known as 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx as of the Closing Date, or the removal of any underground storage tanks by the Acquired Companies or any other Person acting on behalf of the Acquired Companies from any Leased Real Property or properties formerly owned, leased or operated by any Acquired Company (the indemnity set forth in this Section 10.1(h) is referred to herein as the “Environmental Indemnity”), (i) the failure to file any reports or other documents required to be filed with any Governmental Authority for any Benefit Plan, including Forms 5500, or the participation by any Person that is not an employee of the Acquired Companies in any Benefit Plan of the Acquired Companies or an ERISA Affiliate of the Acquired Companies (the indemnity set forth in this Section 10.1(i) is referred to herein as the “Benefits Indemnity”), (j) the failure of any employee of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed Acquired Companies to be authorized to work in connection herewith by Seller the United States or the Company failure of the Acquired Companies to have obtained and retained a valid Form I-9 that has been properly completed with regard to each employee or former employee of the Acquired Companies (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as indemnity set forth on Schedule 3.17; (3in this Section 10.1(j) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions is referred to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself herein as the insured party“Employee Indemnity”), whether or not such acts or omissions to act result in a breach or violation (k) the death of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of BuyerXxxxxxx Xxxxxxxx.

Indemnification of Buyer. Except as provided in Section 8.4, (a) Seller shall indemnify indemnify, save and hold harmless Buyer and each officerits Affiliates, director and Affiliate of Buyertheir respective Representatives, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses Damages incurred in investigating and preparing for any litigation connection with or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of or resulting from (1i) any misrepresentation, breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation covenant or warrantyagreement, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation inaccuracy of any representation or warranty; , made by Seller in or pursuant to this Agreement, (4ii) any claims Taxes related to Seller or liability against the Company known at the time of signing business of the Agreement assessed Division; provided, however, that such indemnity shall exclude the liability for periods Taxes relating to any period beginning on or after the Closing Date, (iii) any liability, obligation, debt or commitment of Seller described in Section 1.01(c) (other than Assumed Obligations), and (iv) any liability or obligation, whether accrued, absolute, contingent, reasonably known, existing or arising out of any transaction or state of facts existing prior to the Closing by any Governmental Body Date, unless such liability or representative for unclaimed property (also known as escheat, abandoned obligation is an Assumed Obligation or residual property); (5) any indebtedness relates to the operation of the Company outstanding as business of the Closing Division after the Effective Time. Notwithstanding the foregoing, Seller shall not expressly assumed have any obligation to indemnify Buyer and its Affiliates, and their respective Representatives, from and against any and all Damages resulting from, arising out of, relating to, in the nature of, or caused by Buyerthe breach (or alleged breach) of any representation or warranty of Seller (excluding any materiality exception that may be contained in such representation or warranty) contained in this Agreement until Buyer and its Affiliates, and their respective Representatives, have suffered in the aggregate Damages by reason of all such breaches (or alleged breaches) in excess of $500,000 (at which point Seller will be obligated to indemnify Buyer and its Affiliates, and their respective Representatives, from and against all such Damages in excess of $500,000). This indemnification is expressly intended For the purposes of the foregoing sentence, only Damages with respect to apply notwithstanding any negligence individual breach (or alleged breach), including all other breaches arising out of the same facts or circumstances, which exceed $5,000 will be included in determining whether solesuch $500,000 threshold has been reached; provided, concurrent, active or passive) or other fault or strict liability on that the part full amount of Buyerany such Damages shall be included in such calculation.

Indemnification of Buyer. Except as provided in Section 8.4Subject to the provisions of this Article VIII, Seller shall indemnify indemnify, defend, save and hold harmless keep Buyer and its respective Affiliates (including each officerAcquired Company), director their respective officers, directors, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), harmless against and from and against any and all damagesliability, demands, claims, actions or causes of action, assessments, losses, claims, liabilities, demands, charges, suitsfines, penalties, costs costs, damages and expenses (expenses, including without limitation, reasonable attorneys’ fees, court costs and reasonable attorneys’ fees other fees, disbursements and expenses incurred expenses, whether payable in investigating and preparing for any litigation cash, property or proceeding) otherwise (collectively, the “Indemnifiable CostsDamages”), which ) sustained or incurred by any of the Buyer Indemnified Parties may sustainIndemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, or non-fulfillment of any agreement or covenant on the part of any Acquired Company or Seller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by any Acquired Company or Seller to Buyer in connection herewith, (ii) any claim or cause of action for fraudulent transfers relating to any matter occurring on or prior to the Closing Date under any Law and by or for the benefit of Seller or any Acquired Company; (iii) any claim related to any Bankruptcy or Insolvency Proceeding of Seller; (iv) any claim by any employee of the Acquired Companies for any payments or benefits as a result of the termination of his or her employment with an Acquired Company or its successors under any Contract dated prior to the Closing Date to which any Acquired Company and such participant are parties or under any severance policy, practice or plan of Buyer Indemnified Parties may be subjectedthe Acquired Companies, as applied to such participant prior to, on, or on the date following the Closing Date; and (v) any Environmental Actions relating to, arising out of (1) any misrepresentation, breach or default by Seller or resulting from the Company Environmental Conditions of any Seller Facility on or prior to the Closing Date. Such obligations apply regardless of the representations, covenants, conditions, agreements or other provisions presence of this Agreement or any agreement or document executed in connection herewith by Seller or the Company a Third Party Claim (provided that, solely for as defined below). For purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any such representation Party in this Agreement or warrantyin any certificate or other instrument delivered pursuant hereto, such representation or warranty shall be read deemed to have been made without giving effect to any the inclusion of limitations or qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured partyword “material,” if with the inclusion of such limitation or qualification the representation, whether warranty or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyercovenant was breached.

Indemnification of Buyer. Except as provided in Section 8.4From and after the Closing and subject to the limitations contained herein, Seller shall indemnify indemnify, defend, hold harmless, pay and hold harmless reimburse Buyer and each officerits officers, director directors, employees, stockholders, Affiliates, successors and Affiliate of Buyer, including without limitation, the Company or any successor of the Company assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”) ), from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjectedLosses based upon, arising out of or caused by (1a) any misrepresentation, inaccuracy in or breach or default of any of the representations and warranties made by Seller or the Company herein (the amount of Losses calculated in each case without regard to any qualification with respect to materiality, material adverse effect or similar qualification); (b) any breach or nonperformance of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith covenants made by Seller or the Company herein; (provided thatc) any Indebtedness or Bonus Amounts not fully paid on the Closing Date or, solely with respect to Indebtedness, not included in the computation of Purchase Price; (d) (1) all Taxes of the Company for purposes any Pre-Closing Tax Period or Pre-Closing Straddle Period and any Losses resulting from the nonpayment thereof; (2) all Taxes of determining any member of an affiliated, combined or unitary group of which the amount Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law and any Losses resulting from the nonpayment thereof; or (3) any and all Taxes of Indemnifiable Costs suffered any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; and (e) the items set forth on Schedule 9.1. Buyer’s right to indemnification under this Section 9.1 is not adversely affected by whether or not the possibility of any Loss was disclosed to Seller on the date of this Agreement or whether or not Seller could have reasonably foreseen the possibility of the Buyer upon a breach Indemnitees incurring such Loss. The representations and warranties of Seller and the Company shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer (including by any of Buyer’s representatives) or by reason of the fact that Buyer or any of its representatives knew or should have known that any such representation or warranty, such representation warranty is or warranty shall might be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of Buyerinaccurate.

Indemnification of Buyer. Except as provided in The Company (solely with respect to claims made under this Section 8.49.1 prior to the Closing), Seller shall Mx. Xxxx Sxxx Xxxx, and the Beneficial Holders hereby jointly and severally agree to indemnify and hold harmless Buyer Buyer, each of its Affiliates and each officerof its and their respective members, director managers, partners, directors, officers, employees, stockholders, attorneys and Affiliate of Buyer, including without limitation, the Company or any successor of the Company agents and permitted assignees (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”) from ), against and against in respect of any and all damagesout-of-pocket loss, lossescost, claimspayments, liabilitiesdemand, demandspenalty, chargesforfeiture, suitsexpense, penaltiesliability, costs judgment, deficiency or damage, and expenses diminution in value or claim (including court actual costs of investigation and reasonable attorneys’ fees and expenses incurred in investigating other costs and preparing for any litigation or proceedingexpenses) (each of the foregoing a “Loss,” and collectively, the “Indemnifiable CostsLosses”), which ) incurred or sustained by any Purchaser Indemnitee as a result of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of in connection with (1a) any misrepresentationbreach, breach inaccuracy or default by Seller nonfulfillment or the Company alleged breach, inaccuracy or nonfulfillment of any of the representations, covenants, conditions, agreements warranties and covenants of the Company or any Beneficial Holders contained herein or any certificate or other provisions writing delivered pursuant hereto, (b) any Actions by any third parties with respect to the Business (including breach of this Agreement contract claims, violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or consumer complaints) for any agreement or document executed period prior to the Closing Date, (c) the violation of any Laws in connection herewith by Seller with or with respect to the Company operation of the Business prior to the Closing Date, (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2d) any claim or liability against claims by any employee of the Company or any of Buyer Indemnified Parties by its Subsidiaries with respect to any Person listed period or event occurring on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which Date, or relating to the termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company was or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing Date, or (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Beneficial Holders to the Purchaser Indemnitees with respect to Losses shall not exceed the Purchase Price (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with any of clauses (b) through (f) of this Section 10.1. No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $300,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness Purchaser Indemnitee arising out of the Company outstanding as failure of any Beneficial Holders to perform any covenant or obligation to be performed by him or it at or after the Closing not expressly assumed by Buyer. This indemnification is expressly intended Date, shall not, in any such case, be subject to apply notwithstanding any negligence (whether soleor applied against the Indemnifiable Loss Limit or the Basket, concurrent, active or passive) or other fault or strict liability on the part of Buyerrespectively.