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

Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and the other provisions of this Article VIII shall not apply to (i) any Products Liability Claim, which shall be governed exclusively by the provisions of Article IX of this Agreement, (ii) any breach of any representation or warranty of the Seller contained in Section 3.24 of this Agreement to the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this Agreement, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, the Seller agrees to indemnify the Purchaser and its successors, permitted assigns, directors, officers, employees and Affiliates (including, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser Indemnitees") from and against all liabilities, losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date), arising out of or resulting from (a) any breach of any representation or warranty of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of Sections 3.2, 3.5, 3.8 and 3.23 of this Agreement, to which the Seller Deductible shall not apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Seller Deductible"); provided, further, that (i) for the purposes of the indemnification provided in clause (a) of this Section 8.2, the obligation of Seller to indemnify the Purchaser Indemnitees with respect to any Losses relating to breach of any representation or warranty relating to any Joint Venture, shall be limited to the amount of such Loss multiplied by a percentage equal to the Minerals Group's percentage ownership interest in such Joint Venture as set forth in Schedule 3.23, and (ii) for purposes of the indemnification provided in clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of the representations and warranties set forth in Sections 3.2, 3.5, 3.8 and 3.23, to which no limitation on the amount of indemnification shall apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the obligation of the Seller to indemnify the Purchaser Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $130,000,000 less (y) an amount equal to 50% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.2, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality (or Material Adverse Effect) qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality (or Material Adverse Effect) qualification shall be disregarded. For illustrative purposes, in determining whether indemnification is available for breach of a representation set forth in the first sentence of Section 3.26 (Compliance with Applicable Law), the first sentence of Section 3.26 would be deemed to read in its entirety as follows: "The Company and its Subsidiaries hold all Permits with and under Applicable Law which are required to carry on the Business as presently conducted." For the purposes of the indemnification provided for in clause (a) of this Section 8.2 to which the Seller Deductible applies, and for purposes of the Litigation Indemnity set forth in the Specified Indemnity, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Seller Deductible. In the event of a breach of any representation or warranty of the Seller contained in this Agreement, the Purchaser shall have all rights and remedies for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge of, disclosure to, or investigation made by or on behalf of, the Purchaser on or before the Closing Date; provided, however, that in the event that the Seller specifically discloses to the Purchaser in writing, prior to the Closing, pursuant to Section 5.17 hereof or otherwise, a breach of a representation or warranty which would have or be reasonably likely to have a Material Adverse Effect and so cause the condition to the Purchaser's obligation to effect the Closing set forth in Section 6.7 hereof not to be satisfied and the Purchaser nonetheless chooses to proceed with the Closing, then (i) the Purchaser shall be deemed to have waived the conditions to the Purchaser's obligation to effect the Closing set forth in Sections 6.1, 6.7 and 6.8(a) which would otherwise fail to be satisfied as a result of such breach and (ii) the Seller shall have no obligation under the indemnification provided in clause (a) of this Section 8.2 to indemnify the Purchaser in respect of such breach.

Indemnification Provisions for Benefit of the Purchaser. This The Purchaser agrees that indemnification is the sole remedy for the matters listed in this Section 8.2 5.1. Subject to any limitation on their ability to indemnify based on federal or state securities laws or the requirements of the Regulatory Authorities, the Company and the Bank agree, that for a period of eighteen (18) months following the Effective Time, to indemnify, defend and hold harmless the Purchaser against any losses, claims, damages, liabilities, costs or expenses, joint or several, to which the Purchaser may become subject due to a third party claim, under the Securities Act, the Exchange Act, or any other provisions federal or state statutory law or regulation, or at common law or otherwise (including in settlement of this Article VIII shall not apply to any litigation, if such settlement is effected in accordance with Section 5.4 below), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any Products Liability Claimuntrue statement or alleged untrue statement of any material fact contained in the SEC Reports, or any amendment or supplement thereto, filed prior to the Effective Time or (ii) the omission or alleged omission to state in any of the SEC Reports filed prior to the Effective Time a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which shall be governed exclusively by they were made, not misleading; or (iii) in whole or in part on any inaccuracy in the provisions representations and warranties of Article IX of the Company and the Bank contained in this Agreement, (ii) or any breach of any representation or warranty failure of the Seller contained in Section 3.24 of this Agreement Company or the Bank to perform their obligations hereunder or under the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this Agreement, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, law; or (iv) any Tax Claim, which shall be governed exclusively violation or alleged violation by the provisions of Article X of this Agreement. Subject Company prior to the limitations set forth in Section 8.1 above and except as provided in Effective Time of the preceding sentenceSecurities Act, the Seller agrees to indemnify Exchange Act, as amended, state blue sky laws or any rule or regulation promulgated thereunder, and will reimburse the Purchaser for any legal and its successors, permitted assigns, directors, officers, employees and Affiliates (including, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser Indemnitees") from and against all liabilities, losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date), arising out of or resulting from (a) any breach of any representation or warranty of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller contained in this Agreement (except an agreement which is governed expenses as such expenses are reasonably incurred by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of Sections 3.2, 3.5, 3.8 and 3.23 of this Agreement, to which the Seller Deductible shall not apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such timein connection with investigating, if anydefending, assettling, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Seller Deductible"); provided, further, that (i) for the purposes of the indemnification provided in clause (a) of this Section 8.2, the obligation of Seller to indemnify the Purchaser Indemnitees with respect to any Losses relating to breach of any representation compromising or warranty relating to any Joint Venture, shall be limited to the amount of such Loss multiplied by a percentage equal to the Minerals Group's percentage ownership interest in such Joint Venture as set forth in Schedule 3.23, and (ii) for purposes of the indemnification provided in clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of the representations and warranties set forth in Sections 3.2, 3.5, 3.8 and 3.23, to which no limitation on the amount of indemnification shall apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the obligation of the Seller to indemnify the Purchaser Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $130,000,000 less (y) an amount equal to 50% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.2, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality (or Material Adverse Effect) qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, paying any such materiality (loss, claim, damage, liability, expense or Material Adverse Effect) qualification shall be disregarded. For illustrative purposes, in determining whether indemnification is available for breach of a representation set forth in the first sentence of Section 3.26 (Compliance with Applicable Law), the first sentence of Section 3.26 would be deemed to read in its entirety as follows: "The Company and its Subsidiaries hold all Permits with and under Applicable Law which are required to carry on the Business as presently conducted." For the purposes of the indemnification provided for in clause (a) of this Section 8.2 to which the Seller Deductible applies, and for purposes of the Litigation Indemnity set forth in the Specified Indemnity, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Seller Deductible. In the event of a breach of any representation or warranty of the Seller contained in this Agreement, the Purchaser shall have all rights and remedies for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge of, disclosure to, or investigation made by or on behalf of, the Purchaser on or before the Closing Dateaction; provided, however, the Company and -------- ------- the Bank will not be liable in any such case to the extent that any loss, claim, damage, liability, expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any SEC Report, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the event that Company or the Seller specifically discloses Bank by or on behalf of the Purchaser expressly for use therein or the failure of the Purchaser to comply with the covenants and agreements contained in this Agreement or the inaccuracy of any representation made by the Purchaser in writing, prior to the Closing, pursuant to Section 5.17 hereof or otherwise, a breach of a representation or warranty which would have or be reasonably likely to have a Material Adverse Effect and so cause the condition to the Purchaser's obligation to effect the Closing set forth in Section 6.7 hereof not to be satisfied and the Purchaser nonetheless chooses to proceed with the Closing, then (i) the Purchaser shall be deemed to have waived the conditions to the Purchaser's obligation to effect the Closing set forth in Sections 6.1, 6.7 and 6.8(a) which would otherwise fail to be satisfied as a result of such breach and (ii) the Seller shall have no obligation under the indemnification provided in clause (a) of this Section 8.2 to indemnify the Purchaser in respect of such breachAgreement.

Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and (a) In the event that the Seller Parties (i) breach any of the Seller Representations or (ii) breach any of their covenants contained in this Agreement or any other provisions Transaction Document (which, for all purposes of this Article VIII VII, shall not apply include the Transition Services Agreement), and provided that, as to any claim for breach of the representations, warranties or covenants contained in this Agreement or any Transaction Document (i) any Products Liability Claimwhich, which shall be governed exclusively by the provisions of Article IX for all purposes of this Article VII, shall not include the Transition Services Agreement, (ii) any breach of any representation or warranty of the Seller contained in Section 3.24 of this Agreement to the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this AgreementPurchaser makes a written claim for indemnification against the Seller, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, then the Seller agrees to indemnify the Purchaser and its successorsAffiliates, permitted assignsofficers, directors, officersemployees, employees and Affiliates agents or representatives (including, from and after the Closing Datecollectively, the Company and the other members of the Minerals Group) (the "“Purchaser Indemnitees"Indemnified Parties”) from and against any and all liabilities, losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" Damages suffered by any Loss expressed in a foreign currency shall be paid in the local currency of them resulting from or converted into United States dollars on the payment date), arising out of or resulting from (a) any breach of any representation or warranty of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of Sections 3.2, 3.5, 3.8 and 3.23 of this Agreement, to which the Seller Deductible shall not apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Seller Deductible"); provided, further, that (i) for the purposes of the indemnification provided in clause (a) of this Section 8.2, the obligation of Seller to indemnify the Purchaser Indemnitees with respect to any Losses relating to breach of any representation or warranty relating to any Joint Venture, shall be limited to the amount of such Loss multiplied by a percentage equal to the Minerals Group's percentage ownership interest in such Joint Venture as set forth in Schedule 3.23, and (ii) for purposes of the indemnification provided in clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of the representations and warranties set forth in Sections 3.2, 3.5, 3.8 and 3.23, to which no limitation on the amount of indemnification shall apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the obligation of the Seller to indemnify the Purchaser Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $130,000,000 less (y) an amount equal to 50% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.2, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality (or Material Adverse Effect) qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality (or Material Adverse Effect) qualification shall be disregarded. For illustrative purposes, in determining whether indemnification is available for breach of a representation set forth in the first sentence of Section 3.26 (Compliance with Applicable Law), the first sentence of Section 3.26 would be deemed to read in its entirety as follows: "The Company and its Subsidiaries hold all Permits with and under Applicable Law which are required to carry on the Business as presently conducted." For the purposes of the indemnification provided for in clause (a) of this Section 8.2 to which the Seller Deductible applies, and for purposes of the Litigation Indemnity set forth in the Specified Indemnity, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Seller Deductible. In the event of a breach of any representation or warranty of the Seller contained in this Agreement, the Purchaser shall have all rights and remedies for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge of, disclosure to, or investigation made by or on behalf of, the Purchaser on or before the Closing Dateevent; provided, however, that in the event that (A) the Seller specifically discloses shall not have any obligation to indemnify a Purchaser Indemnified Party from and against any Damages resulting from the Purchaser in writing, prior breach of any of the Seller Representations (other than Perpetual Representations and Excluded Representations and as opposed to the Closing, pursuant to Section 5.17 hereof or otherwise, a any breach of a representation or warranty covenant of the Seller Parties in this Agreement, as to which would none of the following limitations in this subsection (A) shall apply): (1) until the Purchaser Indemnified Parties have or suffered aggregate Damages, by reason of all such breaches, in excess of $50,000 (after which point the Seller shall be reasonably likely obligated to have indemnify the Purchaser Indemnified Parties for all Damages incurred by them in excess of a Material Adverse Effect one-time, non-renewing deductible of $50,000), (2) if and so cause the condition to the Purchaser's obligation extent that such Damages, when aggregated with all prior payments for Damages pursuant to effect the Closing operation of this provision of Section 7.2, exceed $1,000,000, and (3) if notice of such breach occurs after the expiration of the applicable survival period of such Seller Representation as set forth in Section 6.7 hereof 7.1(a), and (B) the Seller shall not have any obligation to be satisfied indemnify a Purchaser Indemnified Party from and against any Damages resulting from the breach of any Perpetual Representations or Excluded Representations or any breach of a covenant of the Seller Parties if and to the extent that such Damages, when aggregated with all prior payments for Damages pursuant to this Article VII, exceed the Purchase Price. The Purchaser nonetheless chooses shall initially seek recoupment of all or any part of any Damages for which any Purchaser Indemnified Party is entitled to proceed with indemnification pursuant to this Section 7.2 out of the ClosingCash Escrow Account in the manner set forth in and subject to the provisions of the Escrow Agreement. At such time as the Cash Escrow Amount is reduced to zero, then (i) the Purchaser shall be deemed entitled to have waived recoup all remaining Damages that any Purchaser Indemnified Party may suffer by pursuing the conditions Seller directly subject to the Purchaser's obligation to effect the Closing set forth limitations contained in Sections 6.1, 6.7 and 6.8(a) which would otherwise fail to be satisfied as a result of such breach and (ii) the Seller shall have no obligation under the indemnification provided in clause (a) of this Section 8.2 to indemnify the Purchaser in respect of such breach7.2.

Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and Notwithstanding any investigation at any time made by or on behalf of the other provisions of this Article VIII shall not apply Purchaser or any knowledge or information the Purchaser may have or be deemed to have, in the event the Sellers breach (ior in the event a third party alleges facts that, if true, would mean the Sellers have breached) any Products Liability Claimof their representations, which shall be governed exclusively warranties or covenants contained in this Agreement or any certificate delivered by the provisions of Article IX of Sellers pursuant to this Agreement, (ii) any breach and provided that the Purchaser makes a written claim for indemnification against the Sellers prior to the expiration of any representation or warranty of applicable survival period, then the Seller contained in Section 3.24 of this Agreement to the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this Agreement, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, the Seller agrees to Sellers will indemnify the Purchaser from and against the entirety of any losses, expenses (including reasonable attorneys', accountants' and experts' fees and expenses), damages and other liabilities, including Tax-related liabilities pursuant to Section 6 hereof (collectively, "Losses") suffered or incurred by the Purchaser or any of its successorsAffiliates (including the Company), permitted assignsor any of their respective stockholders, directors, officers, employees and Affiliates agents (includingcollectively, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser IndemniteesIndemnified Parties") from and against all liabilities), losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date)resulting from, arising out of, relating to, in the nature of or resulting from caused by such breach (a) including any Losses suffered or incurred by any Purchaser Indemnified Party with respect to such breach after the expiration of any representation or warranty applicable survival period. The liability of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller Sellers hereunder shall be joint and several. Notwithstanding anything contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreementcontrary, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of Sections 3.2, 3.5, 3.8 and 3.23 of this Agreement, to which the Seller Deductible shall not apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Seller Deductible"); provided, further, that (i) for the purposes of the indemnification provided in clause (a) of this Section 8.2, the obligation of Seller Sellers shall not have any liability to indemnify the Purchaser Indemnitees with respect to any Indemnified Parties hereunder until the Losses relating to breach of any representation or warranty relating to any Joint Venture, shall be limited to the amount of such Loss multiplied by a percentage equal to the Minerals Group's percentage ownership interest in such Joint Venture as set forth in Schedule 3.23, and (ii) for purposes of the indemnification provided in clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of the representations and warranties set forth in Sections 3.2, 3.5, 3.8 and 3.23, to against which no limitation on the amount of indemnification shall apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the obligation of the Seller to indemnify the Purchaser Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $130,000,000 less (y) an amount equal to 50% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.2, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality (or Material Adverse Effect) qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality (or Material Adverse Effect) qualification shall be disregarded. For illustrative purposes, in determining whether indemnification is available for breach of a representation set forth in the first sentence of Section 3.26 (Compliance with Applicable Law), the first sentence of Section 3.26 would be deemed to read in its entirety as follows: "The Company and its Subsidiaries hold all Permits with and under Applicable Law which are required to carry on the Business as presently conducted." For the purposes of the indemnification provided for in clause (a) of this Section 8.2 to which the Seller Deductible applies, and for purposes of the Litigation Indemnity set forth in the Specified Indemnity, only those single claims for indemnification sought aggregate in excess of $100,000 (but the entire amounts of such claims10,000, and not just then the portions in excess of $100,000) shall be counted toward the Seller Deductible. In the event of a breach of any representation or warranty of the Seller contained in this Agreement, the Purchaser Sellers shall have all rights and remedies no liability for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge of, disclosure to, or investigation made by or on behalf of, the Purchaser on or before the Closing Datefirst $10,000 in Losses; provided, however, that in the event that the Seller specifically discloses to the Purchaser in writing, prior to the Closing, pursuant to Section 5.17 hereof or otherwise, a breach of a representation or warranty which would have or be reasonably likely to have a Material Adverse Effect and so cause the condition to the Purchaser's obligation to effect the Closing set forth in Section 6.7 hereof not to be satisfied and the Purchaser nonetheless chooses to proceed with the Closing, then (i) the Purchaser shall be deemed to have waived the conditions to the Purchaser's obligation to effect the Closing set forth in Sections 6.1, 6.7 and 6.8(a) which would otherwise fail to be satisfied as a result of such breach and (ii) the Seller entire, aggregate liability of the Sellers to all Purchaser Indemnified Parties hereunder, whether personal or otherwise and whether or not related to title insurance policies, shall have in no obligation under the indemnification provided in clause (a) of this Section 8.2 to indemnify the Purchaser in respect of such breachevent exceed $700,000.

Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and Notwithstanding any investigation at any time made by or on behalf of the other provisions of this Article VIII shall not apply Purchaser or any knowledge or information the Purchaser may have or be deemed to have, in the event the Sellers breach (ior in the event a third party alleges facts that, if true, would mean the Sellers have breached) (a "Breach") any Products Liability Claimof their representations, which shall be governed exclusively warranties or covenants contained in this Agreement or any certificate delivered by the provisions of Article IX of Sellers pursuant to this Agreement, (ii) any breach and provided that the Purchaser makes a written claim for indemnification against the Sellers prior to the expiration of any representation or warranty of applicable survival period, then the Seller contained in Section 3.24 of this Agreement to Sellers will indemnify the extent that such breach relates to the applicability ofPurchaser from and against any actual losses, or availability of coverage underexpenses (including reasonable attorneys', a Company Insurance Policy to a Products Liability Claim accountants' an experts' fees and expenses) and damages (a collectively, "Specified 3.24 MatterLosses"), which shall be governed exclusively excluding consequential, liquidated, indirect or special damages suffered or incurred by the provisions Purchaser or any of Article IX of this Agreement, its Affiliates (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreementincluding DOT(SR)), or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, the Seller agrees to indemnify the Purchaser and its successors, permitted assignstheir respective stockholders, directors, officers, employees and Affiliates agents (includingcollectively, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser IndemniteesIndemnified Parties") from and against all liabilities), losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date)resulting from, arising out of, relating to, in the nature of or resulting from caused by such Breach (a) including any Losses suffered or incurred by any Purchaser Indemnified Party with respect to such breach after the expiration of any representation or warranty applicable survival period). The liability of the Seller (other than breach Sellers hereunder for all Losses for which any of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller them are liable shall be joint and several. Notwithstanding anything contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreementcontrary, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement)entire, (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member aggregate liability of the Minerals GroupSellers to all Purchaser Indemnified Parties hereunder, and (d) the Special Indemnity. Notwithstanding the foregoingwhether personal or otherwise, for purposes of the indemnification provided under clause (a) of this Section 8.2 (other than in respect of the breach Losses resulting from or inaccuracy of Sections 3.2, 3.5, 3.8 and 3.23 of this Agreement, to which the Seller Deductible shall not apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the Seller shall have no obligation to indemnify the Purchaser Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Seller Deductible"); provided, further, that (i) for the purposes of the indemnification provided in clause (a) of this Section 8.2, the obligation of Seller to indemnify the Purchaser Indemnitees with respect to any Losses relating to breach of any representation or warranty relating to any Joint Venture, shall be limited to the amount of such Loss multiplied by a percentage equal to the Minerals Group's percentage ownership interest in such Joint Venture as set forth in Schedule 3.23, and (ii) for purposes of the indemnification provided in clause (a) of this Section 8.2 (other than in respect of the breach or inaccuracy of the representations and warranties set forth in Sections 3.2, 3.5, 3.8 and 3.23, to which no limitation on the amount of indemnification shall apply) and for purposes of the Litigation Indemnity provided for in the Special Indemnity, the obligation of the Seller to indemnify the Purchaser Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $130,000,000 less (y) an amount equal to 50% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.2, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality (or Material Adverse Effect) qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality (or Material Adverse Effect) qualification shall be disregarded. For illustrative purposes, in determining whether indemnification is available for breach of a representation set forth in the first sentence of Section 3.26 (Compliance with Applicable Law), the first sentence of Section 3.26 would be deemed to read in its entirety as follows: "The Company and its Subsidiaries hold all Permits with and under Applicable Law which are required to carry on the Business as presently conducted." For the purposes of the indemnification provided for in clause (a) of this Section 8.2 to which the Seller Deductible applies, and for purposes of the Litigation Indemnity set forth in the Specified Indemnity, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Seller Deductible. In the event of a breach of any representation or warranty of the Seller contained in this Agreement, the Purchaser shall have all rights and remedies for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge Section 4.12 here of, disclosure to, or investigation made by or on behalf of, shall in no event exceed the Purchaser on or before the Closing Date; provided, however, that in the event that the Seller specifically discloses to the Purchaser in writing, prior to the Closing, pursuant to Section 5.17 hereof or otherwise, a breach of a representation or warranty which would have or be reasonably likely to have a Material Adverse Effect and so cause the condition to the Purchaser's obligation to effect the Closing set forth in Section 6.7 hereof not to be satisfied and the Purchaser nonetheless chooses to proceed with the Closing, then (i) the Purchaser shall be deemed to have waived the conditions to the Purchaser's obligation to effect the Closing set forth in Sections 6.1, 6.7 and 6.8(a) which would otherwise fail to be satisfied as a result of such breach and (ii) the Seller shall have no obligation under the indemnification provided in clause (a) of this Section 8.2 to indemnify the Purchaser in respect of such breachPurchase Price.