Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and caused by, resulting from, or based upon or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, and (Q) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit Plan.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, and except for any payment or indemnification obligations of the Seller under Section 2(b)(iv), which are subject exclusively to the terms thereunder and excluded from this Section 8, after Closing Closing, the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actionsany loss, suitsliability, proceedingsclaim, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, damage or expense (including court costs and reasonable attorneys' legal fees and expenses and expenses of experts, expenses) other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), ) suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and party caused by, resulting from, or based upon from or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet Most Recent Financial Statements or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (MD) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (NE) any product sold or any services performed by the Company prior to the Closing Date, (O) F), any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, and (PG) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, and (Q) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit Plan.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing Closing, the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, agree to indemnify the Buyer and its each Company and their respective officers and directors, shareholders and Affiliates against, and hold them harmless from, all actionsany loss, suitsliability, proceedingsclaim, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, damage or expense (including court costs, amounts paid in settlementexpert witness fees, liabilities, obligations, Taxes, liens, losses, lost value, expensescosts of investigation, and fees, including court costs and reasonable attorneys' legal fees and expenses and expenses of experts, expenses) other than punitive damages, lost profit, or consequential, special or incidental consequential damages (a “Loss”), ) suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and party caused by, resulting from, or based upon from or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach or threatened breach of any covenant or other agreement or obligation of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, provided, that any Loss relating to a threatened breach of a covenant is limited to direct costs (including reasonable legal fees and expenses) associated with seeking injunctive relief in anticipation of such threatened breach, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms Taxes of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the such Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring wholly after the Closing which are effectuated or initiated by the Buyer or the Company, (MD) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (NE) any product sold or any services performed by the any Company prior to the Closing Date, (O) F), any Third Party Claim relating to wages or other compensation of any current or former Employees of the any Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing DateDate or as a result of the Closing, (PG) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the any Company prior to the Closing, (H) failure to collect any accounts receivable of Company on or before the date that is the later of (y) ninety (90) days after the Closing and (Qz) one hundred and twenty (120) days after the invoice date; (I) withdrawal of any Loss arising of the Companies from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such plans; (J) those items relating to the Singer Substation job, Bridgeport, Connecticut described in Section 8(b)(i)(J) of the Disclosure Schedule so that McPhee Electric earns and is paid not less than its costs incurred on the job plus an amount equal to 20% of such costs, provided that Buyer will work in good faith to collect such amount from the general contractor on such project before making a claim under this clause (J) and the Seller Entities will cooperate with Buyer in those collection efforts; (K) liquidated damage provisions in any job completed as of Closing or any job in process as of Closing except to the extent any payment obligation thereunder is related to or result from events that arise solely and exclusively subsequent to Closing and which are attributable solely and exclusively to the negligent actions or omissions of the Buyer or its agents; (L) earn-out and similar claims of any prior owner of XX Xxxxxxxx and any prior owner of JBL Electric; and (M) resulting from the operation of the business or the ownership of the assets and rights of any Company prior to the Closing (except to the extent any liability is accrued on the Most Recent Financial Statements of such Company and except for liabilities incurred in connection with audits the ordinary course of pre-business by the Subsidiaries since the date of the Most Recent Financial Statements and accrued on the Closing Date contributions due from the Company to any collectively bargained Union Benefit PlanBalance Sheet).

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing Closing, the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, against and hold them harmless fromfrom any loss, all actionsliability, suitsclaim, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, damage or expense (including court costs and reasonable attorneys' legal fees and expenses and expenses of experts, expenses) other than punitive damages, lost profit, or consequential, special consequential or incidental damages (a “"Loss”), ") suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and party caused by, resulting from, or based upon or from arising out of the following circumstances and events: or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, Agreement (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company or APS-Cal attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to after the Closing, (D) the Divested Items and (QE) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit PlanWallingford Condition.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 87, after Closing the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, party and caused by, resulting from, or based upon or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (MD) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c7(c), (NE) any product sold or any services performed by the Company prior to the Closing Date, (O) F), any Third Party Claim relating to wages or other compensation of any current or former Employees of the CompanyABW, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (PG) any year-end adjustment to the Most Recent Financial Statements greater than $10,000 (and only to the extent of such excess), (H) claims and counterclaims initiated against the Buyer with respect to a Shared Claim, and (I) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, and (Q) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit Plan.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing Closing, the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, against and hold them harmless fromfrom any loss, all actionsliability, suitsclaim, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, damage or expense (including court costs and reasonable attorneys' legal fees and expenses and expenses of experts, expenses) other than punitive damages, lost profit, or consequential, special consequential or incidental damages (a “Loss”), ) suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and party caused by, resulting from, or based upon or from arising out of the following circumstances and events: or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, Agreement (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company or APS-Cal attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to after the Closing, (D) the Divested Items and (QE) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit PlanWallingford Condition.

Indemnification Provisions for Benefit of the Buyer. In the event any of the Sellers breach (ior in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) Subject to the limitations any representations, warranties or covenants contained in this Agreement, and if there is an applicable survival period pursuant to Section 86.1 (provided that the Buyer makes a written claim for indemnification against any of the Sellers within the survival period), after Closing then each of the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, Sellers agrees to indemnify the Buyer and its officers and officers, directors, shareholders employees, agents and Affiliates againstaffiliates (collectively, the “Buyer Parties”) from and hold them harmless from, all against the entirety of any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilitiesLiabilities, obligations, Taxestaxes, liens, losses, lost value, expenses, expenses and fees, including court costs and reasonable attorneys' attorney fees and expenses and expenses of experts(collectively, other than punitive damages, lost profit, or consequential, special or incidental damages (a “LossAdverse Consequences”), suffered or incurred by ) any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or Parties may suffer through and after the Company, and caused by, date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of any applicable survival period) resulting from, or based upon or arising out of, relating to, in the nature of, or caused by such breach (or alleged breach), including any Liability of the following circumstances Sellers that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under environmental, health and events: (A) any safety requirements, or otherwise by operation of law). Sellers’ indemnification obligations for breach of any representation or warranty of the Seller Entities contained Standard Representations shall be limited to the amount to be outstanding(including interest) under the Promissory Note in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by accordance with its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; a claim is made, whether or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; not scheduled payments or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, and (Q) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit Planprepayments have been made.

Indemnification Provisions for Benefit of the Buyer. Provided that Buyer makes a written claim for indemnification against Seller within the applicable survival period, Seller agrees to indemnify, hold harmless and defend Buyer, Buyer’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Buyer Indemnified Party”) from and against all Damages Buyer suffers arising from or in connection with: (i) Subject any breach by Seller of its representations, warranties, or covenants set forth herein or in any Ancillary Agreement or certificate delivered by Seller pursuant to this Agreement or any of the Ancillary Agreements; (ii) any liability arising out of the ownership or operation of the Purchased Assets prior to the limitations contained in this Section 8Closing Date other than the Assumed Liabilities; (iii) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, after Closing the as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller Entities hereby jointly and severally agree, prior to the fullest extent permitted Closing; (iv) any products liability claims in connection with any product or component thereof manufactured by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profitor shipped, or consequentialany services provided by, special or incidental damages (a “Loss”)Seller, suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Companypart, and caused by, resulting from, or based upon or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which Date where the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that injury occurred prior to the Closing Date, ; and (Pv) any act Retained Liabilities. Seller shall use its commercially reasonable efforts to obtain for Buyer any actual recovery of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closinginsurance proceeds under Seller’s insurance policies, and (Q) any Loss arising out payments from any other responsible Persons who are not insurers, parties to this Agreement or Affiliates of or incurred in connection any of them, with audits of pre-Closing Date contributions due from the Company respect to any collectively bargained Union Benefit Planmatters for which Buyer is indemnified.

Indemnification Provisions for Benefit of the Buyer. In the event (i) Subject either Seller or the Parent breaches any of its representations or warranties contained herein or in any certificate delivered by either Seller or the Parent pursuant to this Agreement and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Buyer Party makes a written claim for indemnification against the Seller pursuant to Section 11.7 below within such survival period, (ii) either Seller or Parent breaches or fails to fulfill any covenant or agreement contained herein, (iii) of any action, demand, proceeding, investigation or claim by any Person against or affecting the Target or any Buyer Party (as defined below) which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of the Parent or Seller under this Agreement; (iv) of any liability for Indemnified Taxes of the Target or any of its Subsidiaries to the limitations contained extent not reflected in this Section 8the Closing Balance Sheet and taken into account in determining the Final Purchase Price; (v) of any Closing Indebtedness or Seller Expenses not reflected in the Closing Balance Sheet or taken into account in determining the Final Purchase Price; (vi) any liability or obligation relating to any environmental, after Closing the Seller Entities hereby jointly and severally agree, health or safety matters (including without limitation any arising under ISRA or any other Environmental Laws) with respect to the fullest Specified Premises other than to the extent permitted of events or circumstances occurring after the Closing which are not related to or caused by lawactions or omissions of Parent, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and feesSeller or any of their Subsidiaries, including court costs without limitation any liability or obligation relating to any environmental, health or safety matters and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any such indemnified party, whether caused arising in whole or in part by the negligence of the Buyer or the Company, and caused by, resulting from, or based upon or arising out of the following circumstances and events: connection with (A) any breach of any representation or warranty of the Seller Entities contained in this AgreementSpecified Lease, (B) the cessation of operations at the Specified Premises and any breach of any covenant of associated liabilities arising under ISRA or other Environmental Laws or under the Seller Entities contained in this Agreement which by its terms requires performance after the Closing DateSpecified Lease, and (C) unless Target enters into a replacement lease for the Specified Premises (other than amendments to its existing lease), any construction projects removal, closure, cleanup or operations completed other remedial actions, including without limitation any such actions with respect to any storage tanks currently or formerly located at the Specified Premises; (vii) of any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) arising out of or pertaining to matters existing or occurring at or prior to or on the Closing Datewith respect to any (A) matters which would have been covered by Parent or any of its Subsidiaries directors and officers, employment practices (D) to the extent related to any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising period on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner fiduciary liability policies if such claim were asserted prior to or on the Closing Date, (Gwithout regard to any deductibles or other limitations) conduct arising or occurring prior to (B) actions or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal omissions of the Company from one officers, senior officers or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment board of withdrawal liability by any such Plans, following good faith, diligent contesting directors or governing body of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and the denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (M) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (N) any product sold or any services performed by the Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company Subsidiaries prior to the Closing, (viii) of any Indebtedness, obligation or other liability related to or evidenced by that certain Uniform Commercial Code Financing Statement filed with the Secretary of State of the State of New Jersey on June 2, 2002, filing number 2106652-8, in favor of Fleet Capital Corporation, or (ix) of any of any action, demand, proceeding, investigation or claim by any Person or any liability or obligation resulting, related to or in connection with Target, Buyer, Parent and Seller not receiving a consent on terms reasonably satisfactory to Buyer pursuant to the Specified License or any Adverse Consequences resulting, related to or in connection with Parent, Seller and their Subsidiaries not performing any obligations such Persons would have been required to perform under this Agreement, the Transition Services Agreement or any other agreement if such consent with respect to the Specified License were obtained, then Parent and the Seller shall, jointly and severally, indemnify the Buyer and its Affiliates (Qincluding the Target after the Closing), stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Loss Adverse Consequences any Buyer Party may suffer through and after the date of the claim for indemnification as a result of, in connection with, or by virtue of such breach or right to obtain indemnification. Parent and Seller shall not have any obligation to indemnify any Buyer Party from and against any Adverse Consequences pursuant to clauses (i), (iii) or (vii) above until the Buyer Parties have suffered Adverse Consequences by reason of any individual breaches, or groups of breaches arising out of the same or incurred similar facts, events or circumstances (but solely with respect to the fourth sentence of Section 4.5, including only individual breaches or groups of breaches arising out of the same event) (“Group of Related Breaches”), equal to or exceeding Twenty-Five Thousand Dollars ($25,000) (“De Minimis”) and the sum of all such breaches exceeds an aggregate deductible equal to Three Hundred Thousand Dollars ($300,000) (“Deductible”) (after which point, with respect to indemnification pursuant to any of clauses (i), (iii) or (vii) above, the Seller and Parent will be obligated only to indemnify the Buyer Parties from and against such further Adverse Consequences in connection excess of the Deductible up to the Cap proximately caused by reason of individual breaches or Groups of Related Breaches each equal to or exceeding the De Minimis); provided, further, for the sole purpose of determining the applicability and the amount of any Adverse Consequences that are the subject matter of a indemnification claim hereunder, the Deductible and De Minimis shall be the materiality standard for such purpose hereunder and, therefore, each representation and warranty contained in this Agreement shall be read for such purpose (and no other purpose) without regard to and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such provision (as if such standard or qualification were deleted from such provision)). The Parent and Seller will have no obligation to indemnify the Buyer Parties under this Agreement for any Adverse Consequences caused by pursuant to clauses (i), (iii) or (vii) above in excess of Nine Million Dollars ($9,000,000) (the “Cap”). The Deductible, De Minimis and Cap shall not apply to indemnity claims arising from a breach or inaccuracy of the representations and warranties contained in Section 3.1(a) (Organization of Parent and Seller), any of the first three sentences of Section 3.1(b) (Authorization of Transaction), Section 3.1(d) (Brokers’ Fees), Section 3.1(e) (Target Shares), the first sentence of Section 4.1 (Organization, Qualification and Corporate Power), Section 4.2 (Capitalization), Section 4.4 (Brokers’ Fees), the first sentence of Section 4.5 (Title to Assets; Asset Sufficiency), Section 4.6 (Subsidiaries), Section 4.7(c) (Financial Statements), Section 4.10 (Tax Matters), Section 4.18 (Certain Business Relationships) and 4.27 (Closing Date) with audits respect to Section 3.1(a), any of pre-Closing Date contributions due the first three sentences of Section 3.1(b), Section 3.1(d), Section 3.1(e), the first sentence of Section 4.1, Section 4.2, Section 4.4, the first sentence of Section 4.5, Section 4.6, Section 4.10 and Section 4.18, any Adverse Consequences for which shall be indemnified in the aggregate from the Company first dollar up to a maximum of the Purchase Price. Notwithstanding any other provision in this Agreement to the contrary, Parent and Seller shall not be liable to the Buyer Parties for any (a) Adverse Consequences that are punitive (except to the extent constituting third party punitive claims), or (b) Adverse Consequences based upon “multiple of profits,” “multiple of earnings” or similar valuation methodology (including without limitation any Adverse Consequences in the nature of diminution in value of the Target Shares based upon or otherwise calculated in reference to any collectively bargained Union Benefit Planof the foregoing items described in clause (b) above).