Common use of Survival Indemnification Clause in Contracts

Survival Indemnification. All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.

Survival Indemnification. All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing The representations, warranties and covenants of the indemnifying party are untrueParties contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement. Subject to the provisions of this Section 10(a), together Borrower will indemnify and hold Lender and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Lender (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Lender Party” and collectively, the “Lender Parties”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees) fees and costs of investigation that any such Lender Party may suffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by Borrower in this Agreement or in the Loan Documents or (ii) any action instituted against the Lender Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of Borrower with respect to any of the Contemplated Transactions (unless such losses action is based upon (a) a breach of such Lender Party’s representations, warranties or arising therefrom covenants under this Agreement or incurred the Loan Documents; (b) materially false or misleading information included in the Proxy Statement and furnished by such Lender Party; (c) any violations by such Lender Party of state or federal securities laws or (d) any conduct by such Lender Party which constitutes fraud, gross negligence or willful misconduct). If any action shall be brought against any Lender Party in respect of which indemnity may be sought pursuant to this Agreement, such Lender Party shall promptly notify Borrower in writing, and Borrower shall assume the other defense thereof with counsel of its own choosing reasonably acceptable to the Lender Party. Any Lender Party shall have the right to employ separate counsel in connection with enforcement any such action and participate in the defense thereof, but the fees and expenses of this indemnification provision. Each party such counsel shall be at the expense of such Lender Party except to the extent that (v) the employment thereof has been specifically authorized by Borrower in writing, (w) Borrower has failed after a reasonable period of time to assume such defense and to employ counsel or (x) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Borrower and the position of such Lender Party, in which case Borrower shall be responsible for its or his own costs the reasonable fees and expenses in connection with of no more than one such separate counsel. Borrower will not be liable to any Lender Party under this Agreement (y) for any settlement by a Borrower Party effected without Borrower’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the transactions being contemplated herebyextent, including attorneys’ fees. Buyer shall promptly notify Seller but only to the extent that a loss, claim, damage or liability is attributable to any Lender Party’s breach of any claims and fully cooperate with Seller of the representations, warranties, covenants or agreements made by such Lender Party in this Agreement or in the defense thereofLoan Documents. The parties have agreed that there indemnity agreements contained herein shall be no escrow in addition to any cause of action or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out similar right of any claims made Lender Party against Buyer related Borrower or others and any liabilities Borrower may be subject to the Business prior pursuant to the Closing out of the deferred portion of the Purchase Pricelaw.

Survival Indemnification. All covenants, None of the representations and warranties of Sellers, ISG and Buyer made in this Agreement shall survive for a period the Closing Date and all of twelve months after such representations and warranties shall be extinguished by the date hereofClosing. All covenants and agreements of the parties contained in this Agreement shall survive the Closing, except that Sellers shall have no monetary obligation to ISG or Buyer for breach of any representation covenant or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder agreement other than insofar as may arise under Section 3.4 or any indemnity claim hereunder asserted prior other affirmative obligation of Seller to make any payment under this Agreement. If the end of the foregoing survival periods Closing occurs, Buyer shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors harmless Sellers and affiliates, harmless from their respective Affiliates and Related Persons against any and all losses, claimsliability, liabilities expense or damages damage that result from or arise out of (collectivelya) the Assumed Liabilities, “Losses”(b) all Taxes arising (i) as a result of the transactions contemplated by this Agreement, (ii) during the period beginning on the Closing Date and ending on the last day of the Debtors' Bankruptcy Cases, in each case, only where such Taxes would not have otherwise been due had the sales by the Debtors to Buyer not qualified as transactions described in Section 368(a)(1)(G) of the Code, and (iii) as a result of any indemnity payment made under this clause (b), (c) Buyer's failure to obtain the transfer to Buyer of the Permits that are required to operate the Acquired Assets under the applicable Environmental Laws or any post-Closing violation of any such Permit and (d) relating to or arising out of or in connection with or founded on a claim that any the continued operation of the foregoing representations, warranties Railroad Subsidiaries between the Closing Date and covenants the date on which Buyer either closes on the purchase of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out assets of the deferred portion of Railroad Subsidiaries or elects to eliminate such assets from the Purchase PriceAcquired Assets.

Survival Indemnification. All covenantsrepresentations, representations warranties and warranties covenants contained in this Agreement and the indemnification contained herein shall survive for a period (a) the acceptance of twelve months after this Agreement by the date hereofCompany, except that any representation (b) changes in the transactions, documents and instruments described herein which are not material or warranty relating which are to taxes shall survive for the applicable statutory limitation period your benefit, and any claim for amounts payable hereunder (c) your death or any indemnity claim hereunder asserted prior disability. You hereby agree to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendindemnify, indemnify defend and hold harmless the other partyCompany, its the Series and Managing Member and their respective officers, directors, officers, employees, advisors direct and affiliatesbeneficial owners and their successors and assigns (each a “Company Party”), harmless from and against any and all losses, claims, liabilities damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or damages amounts paid in settlement of actions (collectively, “LossesClaims”) arising out of or in connection with or founded on a claim that any of resulting from the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller untruth of any claims and fully cooperate with Seller representation or warranty made by you herein or the breach of any representation, warranty or covenant herein made by you. In this connection, you acknowledge that the Company may elect to (i) cancel the Auction or allow only 100% Bidders to bid in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to Auction if the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business Offering Statement is not qualified prior to the Closing out time of the deferred portion Auction, (ii) not accept your Winning Bid subsequent to the Auction if it determines you are not a Qualified Purchaser or otherwise ineligible to hold Shares in the Company commensurate with your Winning Bid, (iii) terminate the Offering prior to or subsequent to the Auction for any reason, including those events described in the Preliminary or Final Offering Circular providing for such termination, or (iv) suspend or stop the Auction and cancel all previously submitted bids if there is force majeure event of any kind, including a malfunction with the Auction Platform or the communication link to the actual Auction. You further acknowledge and agree that you may not assert a Claim against the Company or any other Company Party should any such event occur notwithstanding that you may have submitted a bid prior to or at the time of the Purchase PriceAuction which, but for such event, would have been a Winning Bid.

Survival Indemnification. All covenants, None of the representations and warranties of Sellers, ISG and Buyer made in this Agreement shall survive for a period the Closing Date and all of twelve months after such representations and warranties shall be extinguished by the date hereofClosing. All covenants and agreements of the parties contained in this Agreement shall survive the Closing, except that Sellers shall have no monetary obligation to ISG or Buyer for breach of any representation covenant or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder agreement other than insofar as may arise under Section 3.4 or any indemnity claim hereunder asserted prior other affirmative obligation of Seller to make any payment under this Agreement. If the end of the foregoing survival periods Closing occurs, Buyer shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors harmless Sellers and affiliates, harmless from their respective Affiliates and Related Persons against any and all losses, claimsliability, liabilities expense or damages damage that result from or arise out of (collectivelya) the Assumed Liabilities, “Losses”(b) all Taxes arising (i) as a result of the transactions contemplated by this Agreement, (ii) during the period beginning on the Closing Date and ending on the last day of the Debtors’ Bankruptcy Cases, in each case, only where such Taxes would not have otherwise been due had the sales by the Debtors to Buyer not qualified as transactions described in Section 368(a)(1)(G) of the Code, and (iii) as a result of any indemnity payment made under this clause (b), (c) Buyer's failure to obtain the transfer to Buyer of the Permits that are required to operate the Acquired Assets under the applicable Environmental Laws or any post-Closing violation of any such Permit and (d) relating to or arising out of or in connection with or founded on a claim that any the continued operation of the foregoing representations, warranties Railroad Subsidiaries between the Closing Date and covenants the date on which Buyer either closes on the purchase of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out assets of the deferred portion of Railroad Subsidiaries or elects to eliminate such assets from the Purchase PriceAcquired Assets.

Survival Indemnification. All covenantsThe representations, representations warranties and warranties covenants made by each of the Company and Buyer in this Agreement, the annexes, schedules and exhibits hereto and in each instrument, agreement and certificate entered into and delivered by them pursuant to this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for a period such breach or violation available to it under the provisions of twelve months after the date hereofthis Agreement or otherwise, except that whether at law or in equity, irrespective of any representation investigation made by or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder on behalf of such party on or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolvedClosing Date. Each party The Company hereby agrees to defend, indemnify and hold the other partyharmless Buyer, its affiliates and their respective officers, directors, officerspartners and members (collectively, employees, advisors and affiliates, harmless the "Buyer Indemnitees") from and against any and all losses, claims, damages, judgments, penalties, liabilities or damages and deficiencies (collectively, “"Losses”") and agrees to reimburse Buyer Indemnitees for all out-of-pocket expenses (including the fees and expenses of legal counsel), in each case promptly as incurred by Buyer Indemnitees and to the extent arising out of or in connection with with: any misrepresentation, omission of fact or founded on a claim that breach of any of the foregoing representationsCompany's representations or warranties contained in this Agreement or the other Documents, warranties and covenants or the annexes, schedules or exhibits hereto or thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to this Agreement or the other Documents; any failure by the Company to perform any of its covenants, agreements, undertakings or obligations set forth in this Agreement or the other Documents or any instrument, certificate or agreement entered into or delivered by the Company pursuant to this Agreement or the other Documents; the purchase of the indemnifying Debenture, the conversion of the Debenture, the payment of interest on the Debenture, the issuance of the Warrants, the exercise of the Warrants, the consummation of the transactions contemplated by this Agreement and the other Documents, the use of any of the proceeds of the Purchase Price by the Company, the purchase or ownership of any or all of the Securities, the performance by the parties hereto of their respective obligations hereunder and under the Documents or any claim, litigation, investigation, proceedings or governmental action relating to any of the foregoing, whether or not Buyer is a party are untruethereto; or resales of the Common Shares by Buyer in the manner and as contemplated by this Agreement and the Registration Rights Agreement. Buyer hereby agrees to indemnify and hold harmless the Company, together with its Affiliates and their respective officers, directors, partners and members (collectively, the "Company Indemnitees") from and against any and all costs Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or the fees and expenses of legal counsel), in each case promptly as incurred by the other Company Indemnitees and to the extent arising out of or in connection with: any misrepresentation, omission of fact or breach of any of Buyer's representations or warranties contained in this Agreement or the other Documents, or the annexes, schedules or exhibits hereto or thereto or any instrument, agreement or certificate entered into or delivered by Buyer pursuant to this Agreement or the other Documents or any failure by Buyer to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or the other Documents or any instrument, certificate or agreement entered into or delivered by Buyer pursuant to this Agreement or the other Documents. Promptly after receipt by either party hereto seeking indemnification pursuant to this Article X (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Article X is being sought (the "Indemnifying Party") of the commencement thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights or defenses by reason of such failure. In connection with enforcement of this indemnification provision. Each party any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in entitled to assume the defense thereof. The parties Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be no escrow borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or other security withheld to secure Buyer against claim arising out of compromise any Claim or related consent to the Seller’s Businessentry of any judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment. In lieu the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related such claim to the Business prior to Indemnifying Party. If the Closing out Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the deferred portion Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the Purchase PriceAmerican Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

Survival Indemnification. All covenants, The representations and warranties contained in this Agreement shall survive the Closing for a period of twelve months after the date hereofthree (3) years, except that the representation and warranty set forth in Section 4.12, which shall survive without limitation. Each of the covenants contained in this Agreement shall survive the Closing for such period of time as is necessary for it to be fully performed as described in this Agreement. Seller agrees to indemnify Buyer with respect to, and hold Buyer harmless from, any loss, liability or expense (including, but not limited to, reasonable legal fees) which Buyer may directly or indirectly incur or suffer by reason of, or which results, arises out of or is based upon (a) the inaccuracy of any representation or warranty relating made by Seller in this Agreement, or (b) the failure of Seller to taxes shall survive for the applicable statutory limitation period and comply with any covenants or other commitments made by Seller in this Agreement [provided, however: (i) that notice of any claim for amounts payable indemnification hereunder with respect to any inaccuracy of a representation or any indemnity warranty made by Seller in this Agreement shall be made within three (3) years following the Closing Date, and (ii) no claim hereunder asserted prior shall be brought except to the end extent that such claim, when aggregated with all previous claims, shall exceed Ten Thousand Dollars ($10,000). Any claim for a breach of a covenant shall be subject to the foregoing survival periods applicable legal statute of limitations for bringing such claim In no event shall survive until resolvedSeller be liable for a claim for indemnification which exceeds the Purchase Price paid and to be paid hereunder. Each party hereby Buyer agrees to defendindemnify Seller with respect to, indemnify and hold the other partySeller harmless from, its directorsany loss, officersliability or expense (including, employeesbut not limited to, advisors and affiliatesreasonable legal fees) which Seller may directly or indirectly incur or suffer by reason of, harmless from and against any and all lossesor which results, claims, liabilities or damages (collectively, “Losses”) arising arises out of or is based upon (a) the inaccuracy of any representation or warranty made by Buyer in connection this Agreement, or (b) the failure of Buyer to comply with any covenants or founded on other commitments made by Buyer in this Agreement [provided, however: (i) that notice of any claim for indemnification hereunder with respect to any inaccuracy of a representation or warranty made by Buyer in this Agreement shall be made within three (3) years following the Closing Date, and (ii) no claim shall be brought except to the extent that such claim, when aggregated with all previous claims, shall exceed Ten Thousand Dollars ($10,000). Any claim for a breach of a covenant shall be subject to the applicable legal statute of limitations for bringing such claim In no event shall Buyer be liable for a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this for indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of which exceeds the Purchase PricePrice paid and to be paid hereunder.

Survival Indemnification. All covenants, The representations and warranties made in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end closing of the foregoing survival periods transactions contemplated hereby for two years (other than with respect to Taxes, which shall survive until resolvedthe expiration of the thirty (30) day period following the expiration of the applicable statute of limitations), and statements made in schedules delivered hereunder shall be deemed to be representations and warranties made hereunder. Each representing party hereby agrees to defendshall indemnify, indemnify defend and hold harmless the other party, its party to whom the representations were made (the "Recipient") and their directors, officers, employees, advisors employees and affiliates, harmless from and Representatives against any and all claims, damages, losses, claimscosts or expenses (including attorneys' fees) suffered by the Recipient due to, liabilities based upon or damages otherwise in respect of (collectivelyi) any inaccuracy in, “Losses”or breach of, any representation made to the Recipient in this Agreement or any schedule delivered hereunder and (ii) arising out any breach of or any covenant made by the other party. If any claim is brought by a third party in connection with or founded on a respect of which indemnification may be sought hereunder, then the indemnified party may not settle such claim that any of without the foregoing representations, warranties and covenants prior written consent of the indemnifying party are untrueparty. PubliGroupe shall have no right of contribution from any Acquired Corporation for any claim made by Real Media against PubliGroupe under this Section or otherwise under this Agreement after the Closing Date. Upon the receipt by PubliGroupe of all of the shares of Real Media Common Stock to which it is entitled under Section 1 hereof, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by PubliGroupe hereby agrees that the other in connection with enforcement of this indemnification provision. Each party Acquired Corporations shall be responsible for its or his own costs irrevocably released and expenses in connection with discharged of and from all claims, liabilities, obligations and causes of action whatsoever (other than the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller obligations of any claims and fully cooperate with Seller Acquired Corporation (i) for the inter-company debt, if any, referred to in the defense thereof. The parties have agreed that there shall be no escrow last sentence of Section 4.10 hereof and (ii) under any contract or other security withheld to secure Buyer against claim arising out agreement with PubliGroupe listed on Schedule 2.8 of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to PubliGroupe Disclosure Schedule which is identified as surviving the Closing out of or under any Exhibit attached hereto which PubliGroupe has or may have against any Acquired Corporation for any matter arising at any time on or before the deferred portion of the Purchase PriceClosing Date.

Survival Indemnification. All covenants, representations From and warranties in this Agreement shall survive for a period of twelve months after the date hereofClosing, except that any representation or warranty relating to taxes each entity constituting Seller shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendindemnify, indemnify defend and hold harmless Purchaser, the other party, its directorsAssociation and their respective affiliates, officers, employeesdirectors, advisors shareholders, members, managers, partners, agents, representatives, successors and affiliatesassigns (collectively, harmless “Purchaser Parties”) from and against any and all reasonable out-of-pocket losses, costs, damages, liens, claims, liabilities or damages expenses (collectivelyincluding, “Losses”but not limited to, reasonable out-of-pocket attorneys’ fees and costs) incurred or suffered by any Purchaser Party arising out of or relating to (i) the failure of Seller to complete the Oil Spill Remediation in connection accordance with this Agreement, or founded on (ii) any breach of any representation or warranty made by such entity in this Agreement (collectively referred to as “Breaches” and individually as a claim “Breach”). After the Board Approval Condition is satisfied, Tupperware Brands Corporation, a Delaware corporation, shall execute the Joinder in the form attached hereto and will circulate the executed Joinder to the parties set forth in the Notice section of this Agreement for the purpose of guaranteeing Seller’s indemnification obligations pursuant to this paragraph. The indemnification obligations under this paragraph shall survive Closing for a period of eighteen (18) months; provided, that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together claim made with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred specificity by the other in connection with enforcement of party seeking to be indemnified within such time period shall survive until such claim is finally and duly resolved. In the event that a Purchaser Party fails to timely make an indemnification claim under this indemnification provision. Each party paragraph, then such Purchaser Party shall be responsible for deemed to have waived its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld right to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Pricemake such claim.

Survival Indemnification. All covenantsThe representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or in any of the other Ancillary Documents shall survive the Closing and the delivery of the Ancillary Documents. In the case of the representations and warranties made by the Stockholders in this Agreement shall survive for a period or in any of twelve months the other Ancillary Documents, such representations and warranties are being made severally and not jointly by such Stockholders. From and after the date hereofClosing, except that RHD agrees to indemnify, defend and hold harmless the Stockholders, their Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Stockholder Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from tax liabilitities incurred by any of the Stockholders), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Stockholder Indemnitees arising out of or relating to: (i) any breach of any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder made by RHD in this Agreement or any indemnity claim hereunder asserted prior to the end Ancillary Document, (ii) any breach of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendany covenant, indemnify and hold the agreement or obligation of RHD contained in this Agreement or any Ancillary Document, or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any Person (other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”than a Stockholder Indemnitee) arising out of or in connection with (A) the transactions contemplated hereby or founded on by the Ancillary Documents or (B) the negotiation, execution, delivery and performance of this Agreement or the Ancillary Documents. Any payments made by RHD to a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating Stockholder under this Section 4.16 shall be considered an increase to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Stockholder's Specified Purchase Price.

Survival Indemnification. All covenantsThe Purchaser agrees that the representations, representations warranties and warranties in this Agreement shall covenants contained herein will survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end completion of the foregoing survival periods shall survive until resolvedpurchase and sale of the Purchased Shares. Each party The representations, warranties and covenants of the Purchaser herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of the Purchaser as a purchaser of the Purchased Shares. The Purchaser hereby agrees to defend, indemnify and hold harmless the other party, Corporation and its directors, officers, employees, advisors agents, advisors, counsel and affiliates, harmless shareholders from and against any and all lossesloss, claimsliability, liabilities claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or damages (collectivelydefending against any claim, “Losses”lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation, warranty or acknowledgement of the Purchaser herein or in any document furnished by the Purchaser to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or founded on a claim agreement made by the Purchaser herein or in any document furnished by the Purchaser to the Corporation in connection herewith. The Purchaser further agrees that any of by accepting the foregoing Purchased Shares, the Purchaser shall be representing that the representations, warranties and covenants of the indemnifying party are untruewarranties, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties acknowledgements and covenants contained herein, or out herein are true as at the date hereof and that they shall survive the purchase by the Purchaser of the Purchased Shares and shall continue in full force and effect notwithstanding any subsequent disposition by it of any claims made against Buyer related to the Business prior to the Closing out or all of the deferred portion Purchased Shares. With respect to any indemnified person who is not a party to this Agreement, it is the intention of the Purchase PricePurchaser to constitute the Corporation as trustee for such indemnified persons of the rights and benefits contained herein and the Corporation agrees to accept such trust and to hold the rights and benefits herein in trust for and on behalf of each such indemnified person.

Survival Indemnification. All covenantsThe representations, representations ------------------------- warranties and warranties in this Agreement agreements of the Sellers shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end consummation of the foregoing survival periods transactions herein contemplated for three years and shall survive until resolvedterminate on the third anniversary of the Closing Date, after such anniversary only the representations, warranties and agreements of the Sellers set forth in the last sentence of section 2(a) shall survive. Each party In the event that the sale of Stock contemplated hereby agrees to defendis consummated, the Sellers will jointly and severally indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless Buyer from and against any and all lossesdamage, claimsloss, liabilities liability, or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses expense (including reasonable attorneys’ ' fees, costs of investigation, any damages or amounts paid in settlement, and out of pocket expenses (but not hourly charges) relating to such losses or arising therefrom or of employees of Buyer) incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its Buyer and caused by or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller attributable to any breach of any claims of the representations and fully cooperate with Seller in warranties made by the defense thereofSellers herein or any failure of the Sellers to fulfill their obligations or perform their covenants hereunder. The parties have agreed that In determining the amount of any damage, loss, liability or expense incurred by Buyer hereunder, there shall be no escrow taken into account: (i) any insurance coverage or other security withheld third-party entitlements, (ii) any reserves for such damage, loss, liability or expense reflected on the most recent balance sheet of the Company delivered to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out Date, which shall not differ materially from the reserves reflected on the balance sheet at December 31, 1997, and (iii) any net tax benefits that may be realized or recognized from such damage and the receipt of indemnification hereunder. In the event that Buyer asserts a claim for indemnification pursuant to this section, it shall give notice of the deferred portion claim under the Escrow Agreement, or, if the Escrow Agreement has terminated, it shall notify the Sellers in writing, in reasonable detail, of the Purchase Pricebasis and general nature of such claim and, to the extent it can be ascertained, the amount thereof and the basis for determining the amount. The parties shall attempt to resolve the claim and shall cooperate with one another in the event the claim is based on a claim by a third party. No claim may be asserted hereunder unless notification thereof is delivered to the Sellers within three years of the Closing Date except that a claim for breach of any warranty set forth in the last sentence of section 2(a) may be asserted at any time. Claims may be asserted only to the extent that the aggregate of all claims shall have exceeded $25,000, and the maximum aggregate amount Sellers shall be required to pay hereunder is limited to the $500,000 deposited into the escrow under the Escrow Agreement. With respect to any claim for which the Sellers are required to indemnify and defend Buyer pursuant to the terms of this Agreement and which requires Remedial Action, the Sellers may elect to implement and complete such Remedial Action. The Sellers shall plan, design, implement and perform any Remedial Action that they elect to control without undue delay and in a manner consistent with the business operations of the Company. The Sellers shall -11- provide the Company with copies of all reports filed with any governmental agency with respect to such Remedial Action. If the Company has any claim for or right of contribution, reimbursement or other similar action against any third party with respect to any Remedial Action for which the Sellers have indemnified and defended Buyer, the Company or Buyer shall assign such right to the Sellers and shall assist the Sellers in pursuing such right. In consideration for the agreement of the Sellers to indemnify and defend Buyer in the manner provided in this Agreement, Buyer and the Company hereby release, acquit and forever discharge the Sellers from any claim, demand or cause of action Buyer or the Company may have against the Sellers under any Environmental Law.

Survival Indemnification. All covenantsThe representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or in any of the other Ancillary Documents shall survive the Closing and the delivery of the Ancillary Documents. In the case of the representations and warranties made by the Stockholders in this Agreement shall survive for a period or in any of twelve months the other Ancillary Documents, such representations and warranties are being made severally and not jointly by such Stockholders. From and after the date hereofClosing, except that RHD agrees to indemnify, defend and hold harmless the Stockholders, their Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing (“Stockholder Indemnitees”) against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from tax liabilitities incurred by any of the Stockholders), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Stockholder Indemnitees arising out of or relating to: (i) any breach of any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder made by RHD in this Agreement or any indemnity claim hereunder asserted prior to the end Ancillary Document, (ii) any breach of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defendany covenant, indemnify and hold the agreement or obligation of RHD contained in this Agreement or any Ancillary Document, or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any Person (other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”than a Stockholder Indemnitee) arising out of or in connection with (A) the transactions contemplated hereby or founded on by the Ancillary Documents or (B) the negotiation, execution, delivery and performance of this Agreement or the Ancillary Documents. Any payments made by RHD to a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating Stockholder under this Section 4.16 shall be considered an increase to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the SellerStockholder’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Specified Purchase Price.