Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Purchaser agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Sellerdamages or liabilities, the Selling Memberswhether joint or several, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnity agreement contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Sellersuch Investor Indemnified Party in connection with investigating and defending any such expense, on behalf of each Seller Partyloss, shall give Purchaser prompt written notice of any judgment, claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1, Pxxxxxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Sellerdamages or liabilities, the Selling Memberswhether joint or several, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnity agreement contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Sellersuch Investor Indemnified Party in connection with investigating and defending any such expense, on behalf of each Seller Partyloss, shall give Purchaser prompt written notice of any judgment, claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to Purchaser hereby agrees that it shall indemnify, defend and hold harmless Seller, the Selling MembersLocal Sellers and their Affiliates and if applicable, Seller's and each Local Seller's successors and permitted assigns and (if no Closing occurs) the Transferred Subsidiary (the "Seller Indemnified Parties") from, against and in respect of any direct damages, losses, charges, deficiencies, interest, penalties, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense reasonable costs and expenses (including without limitation reasonable attorneys' feesfees (except with respect to any litigation between an Indemnifying Party and an Indemnified Party (each as defined below), to the extent the Indemnifying Party is the prevailing party therein)), and excluding any indirect, special, incidental or consequential damages, in any of such cases, whether or not foreseeable (such as, without limitation, punitive damages, loss of anticipated profits, prospective profits or savings) which (collectively, "Losses") asserted against and imposed on or sustained, incurred or suffered by any of the Seller Indemnified Parties in any such case to the extent arising out of, or resulting from or relating to (i) any matter constituting a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of made by Purchaser or Parent the Local Purchasers contained in this AgreementAgreement or any of the Ancillary Agreements; (bii) the breach of any covenant or agreement of Purchaser contained in this Agreement or of Purchaser and the Local Purchasers contained in the Ancillary Agreements; (iii) Purchaser's or the Local Purchasers' actions or omissions with respect to any assets, contract, agreement or arrangement under which Purchaser or the Local Purchasers has or have been provided benefits or been granted rights (whether or not exercised) by Seller in accordance with Section 5.4(i); (iv) the breach by Purchaser or the Local Purchasers of Section 2.1(b); (v) Purchaser's failure to comply with, any applicable bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sales or transfer of any of the Assets to Purchaser, (vi) any claim, demand or liability for Taxes imposed on Seller or its Affiliates for which Purchaser or its Affiliates are responsible pursuant to this Agreement; or and (cvii) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect except to the extent such Assumed Liability resulted from or constitutes a breach of any Selling Party a Seller's representation or warranty hereunder. Seller shall not be entitled to recover twice for Taxes as a result the same Loss. Any claim of the transactions contemplated by whatsoever nature arising out of or in connection with this Agreement or the Service Agreement. Seller, on behalf Ancillary Agreement of each any Seller Indemnified Party shall only be enforceable by Seller for itself or as agent for the relevant Seller Indemnified Party, shall give Purchaser prompt written notice as applicable, upon the terms of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimAgreement.

Indemnification by Purchaser. Subject Purchaser agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the limitations set forth in meaning of Section 13.315 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Sellerdamages or liabilities, the Selling Memberswhether joint or several, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with (a) any such registration; and Purchaser shall promptly reimburse the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Sellersuch Investor Indemnified Party in connection with investigating and defending any such expense, on behalf of each Seller Partyloss, shall give Purchaser prompt written notice of any judgment, claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name writing, by such selling holder expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from From and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify and hold harmless Seller, the Selling Members, Seller and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns its Retained Subsidiaries (each, a "the “Seller Party"Indemnitees”) from and against any loss, damage and all Damages which any Seller Indemnitee may incur or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with to the extent proximately caused by (a) the breach of, or inaccuracy or breach of in, any representation or warranty of made by Purchaser or Parent contained in this Agreement; , (b) the breach of any agreement covenant or obligation of Purchaser contained in this Agreement; or , (c) the failure of Purchaser or any assertion against a Seller Party Affiliate of Purchaser to discharge any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, (d) any Liability for Taxes resulting from actions taken by Purchaser or operation any of its Affiliates (including, following the Closing, Genzyme Genetic Counseling and G-Path) or (e) any Taxes resulting from, or in connection with, the conduct of the Purchased Assets on Business and any Taxes of Genzyme Genetic Counseling and G-Path for the Post-Closing Tax Period, in each case with respect to this clause (e), for the Post-Closing Tax Period. Seller will take, and will cause the other Seller Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or after the Effective Datedoes, including, without limitation, tax claims or Liabilitiesgive rise thereto. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will shall have no indemnification, defense or hold harmless obligation to indemnify, or any Selling Party Liability to, any Seller Indemnitee under clause (c) of the first sentence of this Section 13.2 for any Damages arising with respect to any Assumed Liability to the Liability of extent any Selling Party Purchaser Indemnitee is or would be entitled to indemnification from Seller under Section 13.1 (for Taxes example, as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice breach of a claim, fails to defend a representation or warranty of Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability contained in respect of such claimthis Agreement).

Indemnification by Purchaser. Subject to (a) If the limitations set forth in Section 13.3Closing occurs, from and after each of the Closing, Parent and PurchaserPurchasers shall, jointly and severally, agree to indemnifyindemnify each Seller and their respective general partners, defend limited partners, officers and directors of each of them, in respect of, and hold harmless Seller, the Selling Members, and each of their respective membersthem harmless from and against any and all Losses suffered, shareholdersincurred or sustained by any of them or to which any of them becomes subject, officerswhether or not involving a Third Party Claim, directorsresulting from, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or in connection with relating to (ai) the inaccuracy or any breach of any representation or warranty the representations and warranties of Purchaser or Parent the Purchasers contained in this Agreement; Agreement (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, any certificate delivered in connection herewith), (ii) any nonfulfillment of or failure to perform any covenant or agreement on the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation part of the Purchased Assets on or after the Effective Date, Purchasers contained in this Agreement (including, without limitation, tax claims any certificate delivered in connection herewith), (iii) any of the Assumed Liabilities, and (iv) any claim by any Person other than any Seller, any Affiliate of any Seller, or Liabilities. Notwithstanding any equity holder or creditor of the foregoing, under applicable bankruptcy, fraudulent conveyance or transfer or similar Law or other than as set forth in Section 9.3Law, and stemming from a Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to a Business Subsidiary not being solvent immediately after the Liability of any Selling Party for Taxes Closing (as a result of the transactions contemplated Financing or other actions taken by Purchasers or the Business Subsidiaries) and that was solvent immediately prior to the Closing, that the acquisition of the Transferred Interests and Business Assets and Assumed Liabilities by Purchasers under this Agreement were invalid or illegal or can be set aside or result in an award of damages and only if (1) the provisions of Section 14.01 would not provide for indemnification of Purchaser without giving effect to the provision of 14.01(b); and (2) any such claim does not relate to the Purchase Price paid to any Seller or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphallocation thereof; provided, howeverfurther, (i) that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend if and to direct the defense against extent that any such claimindemnification under this Section 14.02(a) is unenforceable, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser but subject to the right of Purchaser same terms, conditions, limitations and time periods applicable to assume such indemnification under this Agreement, the defense of such claim at any time prior Purchasers and the Business Subsidiaries shall make the maximum contribution to the settlementpayment, compromise or final determination thereof if and satisfaction of the only issues remaining therein involve Liability for, or the amount of, money damages indemnified Losses as shall be permissible under applicable Laws and (ii) in no event will Purchasers be liable to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise provide any claim or consent indemnification under this Section 14.02(a) as to any entry of judgment which does not include as an unconditional term thereof matter to the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of extent that Sellers bear indemnification responsibility under Article XII hereof for such claimmatter.

Indemnification by Purchaser. Subject to (a) If the limitations set forth in Section 13.3Closing occurs, from and after each of the Closing, Parent and PurchaserPurchasers shall, jointly and severally, agree to indemnifyindemnify each Seller and their respective general partners, defend limited partners, officers and directors of each of them, in respect of, and hold harmless Seller, the Selling Members, and each of their respective membersthem harmless from and against any and all Losses suffered, shareholdersincurred or sustained by any of them or to which any of them becomes subject, officerswhether or not involving a Third Party Claim, directorsresulting from, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or in connection with relating to (ai) the inaccuracy or any breach of any representation or warranty the representations and warranties of Purchaser or Parent the Purchasers contained in this Agreement; Agreement (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, any certificate delivered in connection herewith), (ii) any nonfulfillment of or failure to perform any covenant or agreement on the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation part of the Purchased Assets on Purchasers contained in this Agreement or after any of the Effective Date, Operative Agreements (including, without limitation, tax claims any certificate delivered in connection herewith), including the existence of any Lien other than any Permitted Lien, (iii) any of the Assumed Liabilities, and (iv) any claim by any Person other than any Seller, any Affiliate of any Seller, or Liabilities. Notwithstanding any equity holder or creditor of the foregoing, under applicable bankruptcy, fraudulent conveyance or transfer or similar Law or other than as set forth in Section 9.3Law, and stemming from a Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to a Business Subsidiary not being solvent immediately after the Liability of any Selling Party for Taxes Closing (as a result of the transactions contemplated Financing or other actions taken by Purchasers or the Business Subsidiaries) and that was solvent immediately prior to the Closing, that the acquisition of the Transferred Interests and Business Assets and Assumed Liabilities by Purchasers under this Agreement were invalid or illegal or can be set aside or result in an award of damages and only if (1) the provisions of Section 14.01 would not provide for indemnification of Purchaser without giving effect to the provision of 14.01(b); and (2) any such claim does not relate to the Purchase Price paid to any Seller or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphallocation thereof; provided, however, (i) that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend if and to direct the defense against extent that any indemnification under this Section 14.02(a) is unenforceable, but subject to 113 the same terms, conditions, limitations and time periods applicable to such claimindemnification under this Agreement, suit or demandthe Purchasers and the Business Subsidiaries shall make the maximum contribution to the payment, in its name or in the name and satisfaction of the Seller Party at Purchaser's expense indemnified Losses as shall be permissible under applicable Laws and with counsel (ii) in no event will Purchasers be liable to provide any indemnification under this Section 14.02(a) as to any matter to the extent that Sellers bear indemnification responsibility under Article XII hereof for such matter. For the avoidance of Purchaser's own choosing. Each Seller Party shalldoubt, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party no Person shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject indemnification under Section 14.02(a) with respect to a matter to the right of Purchaser extent that any Seller would bear indemnification responsibility under Section 14.01(a) with respect to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimmatter.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Pxxxxxxxx agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Closingsale of such Registrable Securities was registered under the Securities Act, Parent and any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, jointly such consent not to be unreasonably withheld, delayed or conditioned); and severally, agree to indemnify, defend Purchaser shall reimburse the Investor Indemnified Party for any legal and hold harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller other expenses reasonably incurred by such Investor Indemnified Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of investigating and defending any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Datesuch expense, in both casesloss, includingjudgment, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus or final prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to Purchaser shall indemnify and ---------------------------- hold harmless the limitations set forth in Section 13.3, Company from and after against any and all Losses suffered or incurred by the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes Company as a result of the transactions contemplated by breach or incorrectness of any representation and warranty of the Company set forth in Section 3.2 of this Agreement or the Service Agreement. Seller, on behalf The Company shall promptly notify Purchaser in writing of each Seller Party, shall give Purchaser prompt written notice the occurrence of any claimevent, suit or demand of its discovery of any facts, which in the Company's opinion entitle or may entitle it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the hereunder. The Company's failure to give such notice do so shall not affect the obligations of preclude it from seeking indemnification hereunder from Purchaser hereunder unless such failure adversely affects has materially prejudiced Purchaser's ability to defend as provided herein. With respect to any rights, remedies threatened or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict asserted claims of interest between a Seller Party and Purchaserthird parties, Purchaser shall have the right to defend such claims by counsel of its choosing and to direct or control the defense against any such and settlement thereof. Notwithstanding the Purchaser's election to assume the defense of a claim, suit or demand, in its name or in the name of Company shall have the Seller Party at Purchaser's expense right to employ separate counsel and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably to participate in the defense of any such claim, suit or demand. If Purchaserand the Purchaser shall bear the reasonable fees, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Purchaser to represent the Company would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such claim at include both the expense of Purchaser and for the account Company, and risk of Purchaser subject the Company shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Purchaser (in which case the Purchaser shall not have the right of Purchaser to assume the defense of such claim at any time prior on the Company's behalf), (iii) the Purchaser shall not have employed counsel reasonably satisfactory to the settlement, compromise or final determination thereof if Company to represent the only issues remaining therein involve Liability for, or Purchaser within a reasonable time after notice of the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect institution of such claim, or (iv) the Purchaser shall authorize the Company to employ separate counsel at the Purchaser's expense. If the Purchaser assumes the defense of a claim, no compromise or settlement thereof may be effected by the Purchaser without the Company's written consent unless (a) there is no finding or admission of any violation of law and no effect on any other claims that may be made against the Company and (b) the sole relief provided is monetary damages that are to be paid in full by the Purchaser. For purposes of this Section 7.3, the term "Company" shall include the Company, any of its affiliates, each person, if any, controlling the Company or any of its affiliates, their respective officers, current and former directors, employees, partners, members and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company shall cooperate in all reasonable respects with such counsel. In no event shall the indemnification obligations of the Purchaser exceed the aggregate purchase price of the Preferred Shares purchased by the Purchaser pursuant to this Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to it under the Exchange Act or state securities laws.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify Seller against and hold it harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any and all liabilities, loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incurclaims, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Datecounterclaims, in both casescross-claims, set-offs, recoupments, damages and expenses whatsoever, including, without limitation, all attorneys' fees and other costs and expenses of litigation (hereinafter in this Section 8.1 "Loss") that Seller may at any time suffer or incur by reason of (i) Purchaser's failure to pay, discharge or perform any and all liabilities and obligations incurred or arising from actions of Purchaser after the assertion against a Seller Party by Closing Date pertaining in any Person way or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of affecting the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, that are not expressly assumed by Seller under this Agreement; (ii) Seller's defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which proceeding made or commenced against it believes will give rise to indemnification arising out of any liability or obligation of Purchaser that is not expressly assumed by Seller hereunder; and (iii) any material breaches of or inaccuracies in the agreements, covenants, representations and warranties made by Purchaser under in or pursuant to this paragraph; provided, however, that Agreement. Without limitation of the failure to give such notice shall not affect the obligations of foregoing undertakings by Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaserin this Article VIII, Purchaser shall have the right to defend further indemnify Seller against and to direct the defense against hold it harmless from any such claim, suit and all loss that Seller may at any time suffer or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel incur by reason of Purchaser's own choosing. Each Seller Party shallfailure for whatever reason to pay, at Purchaser's expensedischarge or perform any and all judgments, cooperate reasonably liabilities or obligations that may arise out of or relate in any manner to the defense of any such claim, suit or demand. If pending proceedings and actions against Purchaser, within reasonable time after notice if any, and all new proceedings or actions based upon, or in any way arising out of a claim, fails or related to defend a Seller Party, any of the Seller Party shall be entitled to undertake the defense, compromise facts or settlement claims alleged in any of such claim at the expense of said pending proceedings and for the account actions and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim existing at any time prior to after the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimClosing Date.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3Sections 8.4, from 8.6, and after 8.7, Purchaser hereby agrees, effective as of the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend save and hold harmless Seller, the Selling Members, Seller and each its successors and their permitted assigns and all of their respective members, shareholders, officers, directors, employeesstockholders, agents, affiliatesattorneys, successors or assigns representatives and employees (each, a collectively the "Seller PartyIndemnified Parties") from and against any lossDamages arising from, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result out of or in connection any manner connected with (a) the Assumed Obligations, (b) acts, omissions, events, conditions or circumstances involving or relating to the Assets or the Business, or the employees or contractors of Purchaser (or its subsidiary) occurring or existing after, but not on or before, the Closing Date (other than those for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 8.2), (c) the operation of any of the Assets, the operation of any other business in which the Purchaser (or its subsidiary) shall engage, or the sale, disposal, transportation, storage or use of products or raw materials in connection with the Business by Purchaser (or its subsidiary) after, but not on or before, the Closing Date, including, without limitation, product liabilities for products (other than the Inventories) sold by Purchaser (or its subsidiary) after, but not on or before, the Closing Date (other than matters for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 8.2), (d) the breach of any covenant of Purchaser contained herein or in the documents or instruments required to be delivered by Purchaser in connection with the transactions contemplated hereby, (e) any inaccuracy in, or breach of any representation or warranty of Purchaser under this Agreement or Parent contained any document or instrument required to be delivered by Purchaser in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party connection with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement hereby, (f) the matters for which Purchaser assumes liability under Sections 11 and 14, below, and (g) any untrue statement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification alleged information furnished by Purchaser under this paragraph; providedpursuant to Section 4.12, howeverabove, that and supplied in the failure Disclosure Statement (or amendments or supplements thereto to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, which Purchaser shall have consented in writing), or any omission or alleged omission to state therein a material fact necessary in order to make the right to defend and to direct the defense against any such claim, suit or demandstatements made therein, in its name or in the name light of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shallcircumstances under which they were made, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimmisleading.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, Purchaser and TeamStaff shall indemnify and hold Sellers and OII harmless from and after the Closingagainst any and all claims, Parent causes of action, suits, judgments, taxes, losses, damages, deficiencies, obligations, costs and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns expenses (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by interest, penalties, reasonable attorneys' fees and costs) arising out of or otherwise in respect of (i) any Person misrepresentation, inaccuracy in or Governmental Body breach of any obligation representation, warranty, covenant or Liability relating agreement of Purchaser or TeamStaff contained in this Agreement which is specifically intended to survive the Assumed LiabilitiesClosing; (ii) any transaction by Purchaser, including but not limited to, any sale, lease, repair, service or operation the conduct of the Purchased Assets on or business occurring after the Effective Date; (iii) any matter whatsoever relating to the operation, includingmaintenance, without limitationconduct and control of or otherwise relating in any manner to the Acquired Assets or Purchaser's business, tax claims including all Employee Benefit Plans or employment matters after the Effective Date; and (iv) any Assumed Liabilities. Notwithstanding the foregoingSellers and OII agree, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability within 30 days after its receipt of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim covered hereby, to notify Purchaser of such claim, suit or demand of any claim as to which it believes will give rise Sellers or OII assert a right to indemnification. If any claim for indemnification by Sellers or OII arises out of a claim for monetary damages, Purchaser under this paragraphmay, upon written notice to Sellers and OII, undertake to conduct any proceedings or negotiations in connection therewith that are necessary to defend Sellers and OII and to take all other steps to settle or defeat any such claims, and to employ counsel to contest any such claims; provided, however, that Purchaser shall reasonably consider the failure advice of Sellers and OII as to give the defense of such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaserclaims. Except as hereinafter provided Sellers and except where a conflict of interest between a Seller Party and Purchaser, Purchaser OII shall have the right to defend participate at their own expense in such defense, but the control of such litigation or settlement shall remain with Purchaser. Sellers and OII shall provide all reasonable cooperation in connection with any such defense. Counsel and auditor fees, filings fees and court fees in all proceedings, contests or 26 29 lawsuits with respect to direct such claim or asserted liability shall be borne by Purchaser. If any such claim is made hereunder and Purchaser does not elect to undertake the defense against any such claimthereof by written notice to Sellers and OII, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense Sellers and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party OII shall be entitled to undertake the control such litigation and settlement and shall be entitled to indemnity with respect thereto. The indemnification undertaken by Purchaser is and shall be absolute, unconditional and irrevocable and shall not be subject to any right of setoff, counterclaim or defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, except as provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimSection 8.3 below.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Purchaser agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Selleractions, the Selling Membersdamages or liabilities (collectively, and each of their respective members“Losses”), shareholderswhether joint or several, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnity agreement contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such Loss if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of such Investor Indemnified Party in connection with investigating and defending any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphsuch Loss; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations Loss arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to In the limitations set forth in Section 13.3event that the transactions ---------------------------- contemplated by this Agreement are consummated, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify each Stockholder and hold him harmless Sellerfrom, the Selling Membersagainst and in respect of and shall on demand reimburse each Stockholder for: (i) all his losses, liabilities, damages, costs and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") expenses arising from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy any misrepresentation or breach of any representation representation, warranty, covenant or warranty agreement on the part of the Purchaser or Parent contained in under this Agreement; (bii) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against such Stockholder that relate to Purchaser or the breach business of ADI in which the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any agreement action or inaction after the Closing Date of Purchaser contained in this Agreementor ADI or any officer, employee, agent, representative or subcontractor of Purchaser or ADI; or (ciii) any assertion against a Seller Party claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Purchaser (or any Person acting on behalf of Purchaser) in connection with the Acquisition; (iv) claims by any claim or Liability relating taxing authorities with respect to taxes with respect to the Assumed Liabilities or the operation of the Purchased Assets on or period after the Effective DateClosing; and (v) any and all actions, in both casessuits, proceedings, elections, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the assertion against a Seller Party by any Person foregoing or Governmental Body of any obligation incurred in investigating or Liability relating attempting to avoid same or to oppose the Assumed Liabilitiesimposition thereof, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilitiesin enforcing this indemnity. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have the event that a court of competent jurisdiction having final adjudicative authority and from which no indemnification, defense or hold harmless obligation appeal is available shall determine that such Stockholder is not entitled to any Selling Party indemnification then such Stockholder shall not be entitled to recover its legal fees with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimPurchaser.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to (a) Purchaser hereby agrees that it shall indemnify, defend and hold harmless SellerKodak, the Selling Membersits Affiliates, and each of their respective membersdirectors, officers, shareholders, officerspartners, directorsattorneys, employeesaccountants, agents, affiliatesagents and employees and their heirs, successors or and assigns (each, a the "Seller PartyKodak Indemnified Parties") from from, against and in respect of any lossdamages, damage or expense claims, losses, charges, actions, suits, proceedings, deficiencies, taxes, interest, penalties, and reasonable costs and expenses (including reasonable attorneys' fees, removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring) which a Seller Party may incur(collectively, suffer the "Losses") imposed on, sustained, incurred or become liable for as a result suffered by or asserted against any of the Kodak Indemnified Parties, directly or indirectly relating to, arising out of or in connection with resulting from, (ai) the inaccuracy or subject to Section 7.2(b) any breach of any representation or warranty of made by Purchaser or Parent contained in this Agreement; Agreement for the period such representation or warranty survives, disregarding all qualifications and exceptions contained in such representation or warranty relating to materiality or Material Adverse Effect, (bii) any 104 111 of the Assumed Liabilities (including liabilities relating to (A) investigation, removal, remediation, containment, cleanup or abatement of the presence, release or threatened release of any Hazardous Substance from any Leased Real Property or Owned Real Property, whether on-site or off-site, to the extent related to any activity, action or failure to take action by any of the Purchaser Indemnified Parties or their respective agents, representatives and invitees following the Closing with respect to the Owned Real Property or Leased Real Property other than any activity, action or failure to take action required to be taken under any lease of the Owned Real Property or Sublease with respect to Leased Real Property by a Kodak Indemnified Party or any other Person not described above and (B) any claim by any third party, including tort suits for personal or bodily injury, property damage or injunctive relief), (iii) the breach of any covenant or agreement of Purchaser contained in this Agreement; or Agreement and (civ) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, and all Taxes and Transfer Taxes for which Purchaser is responsible in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in accordance with Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim5.4.

Indemnification by Purchaser. Subject to the limitations set forth in terms and conditions of Section 13.311.4, from and after the Closing, Parent and Purchaser, jointly and severally, agree Purchaser hereby agrees to indemnify, defend and hold harmless Seller, the Selling Members, Seller Parties and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or and assigns (each, each a "“Seller Party"Indemnitee”) from or against, for and in respect of, any lossand all Losses suffered, damage sustained, incurred or expense (including reasonable attorneys' fees) which a required to be paid by any Seller Party may incurIndemnitee arising out of, suffer based upon, in connection with or become liable for as a result of or in connection with of: (a) the any inaccuracy in or breach of any representation or warranty made by Purchaser (i) in any Transaction Document other than this Agreement, (ii) in this Agreement as of the date hereof, and (iii) with respect to any inaccuracy in or breach of any representation or warranty made by Purchaser in this Agreement as of the Closing Date, to the extent such breach or Parent inaccuracy results from or relates to the breach or failure to perform of any of Purchaser’s covenants or agreements contained in this AgreementAgreement during the Interim Period; -50- (b) any allegation contained in any Third Party Claim that, if true, would be a breach or inaccuracy of any representation or warranty made by Purchaser under any Transaction Document; (c) the non-fulfillment, non-performance or other breach of any covenant or agreement of required to be performed by Purchaser contained in pursuant to this AgreementAgreement or any other Transaction Document; or (cd) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities; (e) any arrangements or agreements made or alleged to have been made by Purchaser with any broker, finder or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth agent in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party connection with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, that result in any Seller Party being liable on behalf of each Seller Party, shall give Purchaser prompt written notice of account thereof; and (f) any claim, suit or demand which it believes will give rise Transfer Taxes required to indemnification be borne by Purchaser under this paragraph; provided, however, that the failure pursuant to give such notice shall not affect the obligations of Section 3.4 or any Apportioned Obligations allocated to Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available pursuant to PurchaserSection 7.13. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim11.4.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Xxxxxxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Sellerdamages or liabilities, the Selling Memberswhether joint or several, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnity agreement contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Sellersuch Investor Indemnified Party in connection with investigating and defending any such expense, on behalf of each Seller Partyloss, shall give Purchaser prompt written notice of any judgment, claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, Purchaser and TeamStaff shall indemnify and hold Sellers and OII harmless from and after the Closingagainst any and all claims, Parent causes of action, suits, judgments, taxes, losses, damages, deficiencies, obligations, costs and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns expenses (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by interest, penalties, reasonable attorneys' fees and costs) arising out of or otherwise in respect of (i) any Person misrepresentation, inaccuracy in or Governmental Body breach of any obligation representation, warranty, covenant or Liability relating agreement of Purchaser or TeamStaff contained in this Agreement which is specifically intended to survive the Assumed LiabilitiesClosing; (ii) any transaction by Purchaser, including but not limited to, any sale, lease, repair, service or operation the conduct of the Purchased Assets on or business occurring after the Effective Date; (iii) any matter whatsoever relating to the operation, includingmaintenance, without limitationconduct and control of or otherwise relating in any manner to the Acquired Assets or Purchaser's business, tax claims including all Employee Benefit Plans or employment matters after the Effective Date; and (iv) any Assumed Liabilities. Notwithstanding the foregoingSellers and OII agree, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability within 30 days after its receipt of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim covered hereby, to notify Purchaser of such claim, suit or demand of any claim as to which it believes will give rise Sellers or OII assert a right to indemnification. If any claim for indemnification by Sellers or OII arises out of a claim for monetary damages, Purchaser under this paragraphmay, upon written notice to Sellers and OII, undertake to conduct any proceedings or negotiations in connection therewith that are necessary to defend Sellers and OII and to take all other steps to settle or defeat any such claims, and to employ counsel to contest any such claims; provided, however, that Purchaser shall reasonably consider the failure advice of Sellers and OII as to give the defense of such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaserclaims. Except as hereinafter provided Sellers and except where a conflict of interest between a Seller Party and Purchaser, Purchaser OII shall have the right to defend participate at their own expense in such defense, but the control of such litigation or settlement shall remain with Purchaser. Sellers and OII shall provide all reasonable cooperation in connection with any such defense. Counsel and auditor fees, filings fees and court fees in all proceedings, contests or lawsuits with respect to direct such claim or asserted liability shall be borne by Purchaser. If any such claim is made hereunder and Purchaser does not elect to undertake the defense against any such claimthereof by written notice to Sellers and OII, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense Sellers and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party OII shall be entitled to undertake the control such litigation and settlement and shall be entitled to indemnity with respect thereto. The indemnification undertaken by Purchaser is and shall be absolute, unconditional and irrevocable and shall not be subject to any right of setoff, counterclaim or defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, except as provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimSection 8.3 below.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from From and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify and hold Seller and its Affiliates harmless Selleragainst and in respect of (i) all obligations and liabilities for post-retirement welfare benefits, the Selling Members, as provided in Section 9.5; (ii) all obligations and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or liabilities in connection with Workers Compensation Claims filed against Company, as provided in Section 10.9; (aiii) any Damages incurred or sustained by Seller or its Affiliates resulting from any breach by Purchaser of its covenants or agreements contained herein, including, Damages resulting from Purchaser's or Company's failure to pay Taxes pursuant to Section 15.3 hereof; (iv) any Damages incurred or sustained by Seller or its Affiliates directly resulting from Company's use of the inaccuracy Textron name after the Closing, and (v) any Damages incurred or sustained by Seller or its Affiliates resulting from any breach of any representation or warranty of Purchaser or Parent contained inaccuracy in this Agreement; (b) the breach of any agreement representations and warranties of Purchaser contained in Article V hereof; provided that (w) Purchaser shall be required to indemnify Seller or its Affiliates pursuant to this Agreement; clause (v) for any such breaches or inaccuracies only to the extent that the aggregate Damages resulting from such breaches or inaccuracies to Seller or its Affiliates exceeds $300,000, (cx) any assertion against a Purchaser shall not be required to indemnify Seller Party or its Affiliates pursuant to this clause (v) in an aggregate amount in excess of $25,000,000 (y) Seller shall not make any claim against Purchaser which individually (or Liability relating in the aggregate with respect to related claims) does not exceed $25,000, and such claims that do not meet this threshold shall not be applied against the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as basket amount set forth in Section 9.3clause (v) above, and (z) any claim for indemnification under this clause (v) must be made in writing in reasonable detail to Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to by Seller not later than the Liability of any Selling Party for Taxes as a result first anniversary of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimClosing Date.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, Purchaser agrees from and after the Closing, Parent Closing Date to indemnify ABB and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Membersits Affiliates, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or and assigns (each, a "Seller an “ABB Indemnified Party") ”), against and hold them harmless from any lossall Liabilities, damage or expense losses, damages, claims, costs, and expenses (including reasonable attorneys' attorney’s fees) which a Seller Party may incur(collectively, suffer “Losses”) actually suffered or become liable for as a result of or in connection with incurred by them arising out of: (ai) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; Agreement or the certificate required by Section 2.07(v), (bii) the breach of any agreement Pre-Closing Covenant by Purchaser, (iii) the breach of Purchaser contained in this Agreement; or any Post-Closing Covenant by Purchaser, (civ) any assertion against a Seller Party of Assumed Liability, and (v) any claim or Liability cause of action arising before, on or after the Closing Date against any ABB Indemnified Party with respect to the OGP Business or any of the OGP Assets or operations of the OGP Subsidiaries, whether relating to the Assumed Liabilities or the operation of the Purchased Assets on OGP Business prior to or after the Effective DateClosing, in both cases, including, without limitation, except for any claim (other than a claim for a breach of Section 3.23) with respect to which ABB is specifically obligated to indemnify the assertion Purchaser Indemnified Parties under Section 9.03. No claim may be asserted nor may any action be commenced against a Seller Party by any Person Purchaser pursuant to clause (i) or Governmental Body (ii) of this Section 9.02 for breach of any obligation representation or Liability relating warranty or Pre-Closing Covenant, unless written notice of such claim or action is received by Purchaser describing in reasonable detail the facts and circumstances with respect to the Assumed Liabilities, subject matter of such claim or operation of the Purchased Assets action on or after prior to the Effective Date, including, without limitation, tax claims date on which the representation or Liabilities. Notwithstanding the foregoing, other than warranty or Pre-Closing Covenant on which such claim or action is based ceases to survive as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph9.01; provided, however, that the failure to give such notice shall not affect the obligations in respect of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and PurchaserLoss which is contingent, Purchaser shall have not be required to make any payment hereunder until the right time that such contingent Loss ceases to defend and be contingent, but this provision shall not operate to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of allow Purchaser to assume the defense of such avoid a claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability made in respect of a contingent Loss if such claimclaim was made within the applicable time limit and containing such details as are required by this sentence.

Indemnification by Purchaser. Subject to After the limitations set forth in Section 13.3Closing Date, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify and hold harmless SellerSeller its successors and assigns, the Selling Members, against and each in respect of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns any liability resulting from: (each, a "Seller Party"i) from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation material representation, warranty, covenant or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreementhereunder; or and (cii) any assertion against a Seller Party of any claim liabilities or Liability obligations relating to the Assumed Liabilities Assets or the operation conduct of the Purchased Assets on or Business after the Effective Closing Date. Purchaser shall be liable to Seller under this Agreement pursuant to clause (i) only to the extent that such losses, liabilities or expenses are asserted within one (1) year following the Closing Date, in both casesand pursuant to clause (ii) only to the extent such losses, includingliabilities or expenses are asserted within the applicable statute of limitations period for the underlying claim of such losses, without limitation, the assertion against a liabilities or expenses. Seller Party shall give written notice to Purchaser within thirty (30) days from discovery by any Person or Governmental Body Seller of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand matter which it believes will may give rise to a claim for indemnification by Purchaser under this paragraph; provided, however, that the failure Agreement. Failure to give such notice shall not affect relieve Purchaser of any liability under this Agreement with respect to such matter. Purchaser may, at its own expense, participate in, direct or take over any legal proceeding and the obligations negotiation and settlement of Purchaser hereunder unless any claim or demand for which it may have an obligation to indemnify Seller. Seller shall have the absolute right, in its sole discretion and without the consent of Purchaser, to settle any and all such failure adversely affects legal proceedings, claims, or demands; provided, however if Seller makes any rightssettlement with respect to such legal proceedings, remedies claims or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict demands without the prior written consent of interest between a Seller Party and Purchaser, Purchaser shall have the right be discharged from any indemnification obligations with respect to defend and to direct the defense against any such claimlegal proceedings, suit claims or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimdemands.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3provisions of this Article X, from effective as of and after the Closing, Parent Purchaser and Purchaser, jointly and severally, agree to indemnify, defend the Transferred Entities shall indemnify and hold harmless Seller, the Selling Members, Seller Parties from and each against any and all Losses incurred or suffered by any of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "the Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result Parties to the extent arising out of or in connection with resulting from (a) the inaccuracy or any breach of any representation covenant or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement that is to be performed at or after the Closing, (b) any Liability or Environmental Liability, other than Excluded Liabilities, arising in connection with Purchaser’s operation of the Business, including in any way related to any Post-Closing Contamination, as such term is defined in the Remediation and Access Agreement; or , (c) the failure to pay any assertion against a Seller Party of any claim or Liability relating when due to the Assumed Liabilities extent reflected in, reserved for or taken into account in the operation determination of Working Capital or Indebtedness on the Purchased Assets Final Closing Statement, and (d) any Taxes imposed directly on or after (i) the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the actions and transactions contemplated by this Agreement Section 5.19(b) that would not have been incurred if such actions and transactions had not occurred, (ii) the Bifurcation that would not have been incurred if the Bifurcation was not taking place or (iii) the direct sale by Seller, its Affiliate or the Service Agreement. SellerTransferred Company of the equity interests of PSEG Power Connecticut LLC, PSEG New Haven LLC and PSEG Power New York LLC (in the case of this clause (iii), that would not have been incurred in the case of an indirect sale of those equity interests via a sale of PSEG Fossil LLC), for the avoidance of doubt, in each case, to the extent such Taxes are (x) for a taxable period or portion thereof ending on behalf of each Seller Party, shall give Purchaser prompt written notice or before the Closing Date or (y) in the case of any claimaction that occurs after the Closing Date, suit for a taxable period or demand which it believes will give rise to indemnification portion thereof that includes the date such action occured (collectively, “Purchaser Restructuring Transactions”); provided that any and all refunds, credits, overpayments or similar items or recoveries of the Taxes described in this clause (d) paid by Purchaser under this paragraph; provided, however, that or any of its Affiliates shall be for the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel benefit of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to Purchaser shall indemnify, defend and hold each Seller and its Related Parties harmless Seller, the Selling Members, from and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors shall reimburse such Seller and its Related Parties for any Losses suffered or assigns (each, a "incurred by such Seller Party") or its Related Parties that result from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with arise out of: (a) the inaccuracy or Any breach of any a representation or warranty of Purchaser or Parent contained in this AgreementArticle VI by Purchaser; (b) the breach Any non-fulfillment of any agreement covenant or obligation of Purchaser contained in this AgreementAgreement or in the Interim Servicing Addendum; or and (c) Any failure by Purchaser or its designee’s to service any assertion against a Seller Party of any claim or Liability relating the Mortgage Loans and Mortgage Servicing Rights after each Servicing Transfer Date in compliance with all Applicable Requirements, except if and to the Assumed Liabilities extent such failure results from a breach of a representation, warranty or the operation covenant by such Seller or any prior act or omission of the Purchased Assets on such Seller or any Originator or prior servicer in violation of Applicable Requirements; provided, however, that such Seller shall notify Purchaser promptly after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt receiving written notice of the assertion of any claimThird Party Claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall notification will not affect the obligations of Purchaser indemnification provided hereunder unless the Purchaser is materially prejudiced by such failure adversely affects any rightsand had no actual knowledge of such Third Party Claim, remedies or privileges that would have been available and then only to Purchaserthe extent of such prejudice. Except as hereinafter provided Unless otherwise agreed to by the Parties, the Purchaser shall select separate counsel with the prior written consent of Seller, which consent shall not be unreasonably withheld, and except where a conflict separately defend themselves. Any exercise of interest between such rights by a Seller shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser Claim subject to the right of indemnification under this Agreement, each Seller agrees to cooperate in good faith with Purchaser to assume ensure the proper and adequate defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Third Party a release from all Liability in respect of such claim.Claim. Section 11.03

Indemnification by Purchaser. Subject to the limitations set forth Except as otherwise expressly provided in Section 13.3this Article VI, from and after the ClosingPurchaser shall defend, Parent and Purchaser, jointly and severally, agree to indemnify, defend indemnify and hold harmless Seller, the Selling MembersXxxx, and each of their respective memberssubsidiaries, shareholders, affiliates, officers, directors, employees, agents, affiliates, successors or and assigns (eachSeller and such persons and entities, collectively, "Seller's Indemnified Persons"), and shall reimburse Seller's Indemnified Persons, for, from and against all Losses imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of (i) a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of made by Purchaser or Parent contained in this Agreement; , (bii) the a breach of any 45 <PAGE> express representation or warranty, if any, made by Purchaser in any Transaction Document (other than this Agreement), (iii) any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser contained in under this Agreement; , any Transaction Document or (c) any assertion against a Seller Party of any claim certificate or Liability relating other document delivered or to the Assumed Liabilities be delivered pursuant hereto or the operation of the Purchased Assets on or after the Effective Date, in both casesthereto, including, without limitation, Purchaser's obligation to pay Seller any portion of the assertion against a Purchase Consideration, any portion of the Debt Holdback (to the extent Purchaser is required to pay any portion of the Debt Holdback to Seller Party by pursuant to Schedule 1.2.2), the Final Debt Consideration Amount (to the extent Purchaser is required to pay any Person Final Debt Consideration Amount in excess of the Debt Holdback to Seller pursuant to Schedule 1.2.2), and Purchaser's obligation to pay its share of sales taxes as provided in Section 5.6.2, (iv) obligations maturing or Governmental Body of any obligation or Liability relating to accruing after the Closing Date under the Assumed Liabilities, or (v) the ownership, use, possession or operation of the Purchased Assets on or from and after the Effective Closing Date, includingprovided, without limitationhowever, tax claims that Seller or LiabilitiesXxxx, as applicable, will pay over to Purchaser any insurance proceeds actually received by Seller or Xxxx in respect of any such Losses to the extent such Losses shall have been paid by Purchaser pursuant to this Section 6.3 and such proceeds have not already been applied by Seller or Xxxx, as applicable, to offset all or any portion of such Losses; provided further, however, that Seller or Xxxx, in their sole and absolute discretion, may determine whether or not to file or pursue a claim under any insurance that might be applicable to the matters underlying any such Losses and neither Seller nor Xxxx shall have any obligation to file or pursue a claim under any such insurance. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation neither Seller nor Xxxx shall be entitled to assert any Selling Party with respect to the Liability of any Selling Party claim for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphSection 6.3 unless and until such time as all claims of such parties for indemnification hereunder exceed $750,000 ("Seller's Basket") in the aggregate, at which time any and all claims of Seller and/or Xxxx for indemnification in excess of Seller's Basket may be asserted; provided, however, that Seller's Basket shall not be applicable to any Losses attributable to (a) the failure to give such notice shall not affect the obligations of Purchaser hereunder unless to pay Seller any portion of the Purchase Consideration, (b) any breach by Purchaser of any representation, warranty, covenant or obligation set forth in this Agreement or any Transaction Document if such failure adversely affects any rights, remedies or privileges that would have been available breach is attributable to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser's fraud, bad faith or willful misconduct or if Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name had Actual Knowledge of the breach at the time the covenant, representation or warranty was made, (c) the failure by Purchaser to make or pay, to or for the benefit of Seller Party at and Xxxx, as appropriate, any portion of the Debt Holdback (to the extent Purchaser is required to pay any portion of the Debt Holdback to Seller pursuant to Schedule 1.2.2) or any portion of the Final Debt Consideration Amount (to the extent Purchaser is required to pay any Final Debt Consideration Amount in excess of the Debt Holdback to Seller pursuant to Schedule 1.2.2), or any prorations, adjustments, reimbursements, settlements or reconciliations specifically required to be made or paid by Purchaser pursuant to the provisions of Article IV of this Agreement, (d) any breach by Purchaser of Section 3.5, or (e) Purchaser's expense and failure to make any payment required to be made by Purchaser in accordance with counsel Section 5.6. Notwithstanding anything in this Agreement to the contrary, none of Purchaserthe Seller's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party Indemnified Persons shall be entitled to undertake the defenseindemnity under this Section 6.3 with respect to, compromise and Purchaser shall not otherwise be liable for, any breach of a representation or settlement warranty of Purchaser hereunder if either Seller or Xxxx had Actual Knowledge of such claim breach at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time or prior to the settlement, compromise or final determination thereof if Closing. The provisions of this Section shall survive the only issues remaining therein involve Liability for, or termination of this Agreement and shall survive the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.Closing. Section 6.4

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3provisions of this Article X, from effective as of and after the Closing, Parent Purchaser and Purchaser, jointly and severally, agree to indemnify, defend the Transferred Entities shall indemnify and hold harmless Seller, the Selling Members, Seller Parties from and each against any and all Losses incurred or suffered by any of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "the Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result Parties to the extent arising out of or in connection with resulting from (a) the inaccuracy or any breach of any representation covenant or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement that is to be performed at or after the Closing, (b) any Liability or Environmental Liability, other than Excluded Liabilities, arising in connection with Purchaser’s operation of the Business, including in any way related to any Post-Closing Contamination, as such term is defined in the Remediation and Access Agreement; or , (c) the failure to pay any assertion against a Seller Party of any claim or Liability relating when due to the Assumed Liabilities extent reflected in, reserved for or taken into account in the operation determination of Working Capital or Indebtedness on the Purchased Assets Final Closing Statement, and (d) any Taxes imposed directly on or after (i) the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the actions and transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges Section 5.19(b) that would not have been available to Purchaser. Except as hereinafter provided incurred if such actions and except where a conflict transactions had not occurred, (ii) the Bifurcation or item #4 of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name Section 5.19(a) of the Seller Party at Purchaser's expense Disclosure Schedule that would not have been incurred if the Bifurcation was not taking place or (iii) the direct sale by Seller, its Affiliate or the Transferred Company of the equity interests of PSEG Power Connecticut LLC, PSEG New Haven LLC and with counsel PSEG Power New York LLC (in the case of this clause (iii), that would not have been incurred in the case of an indirect sale of those equity interests via a sale of PSEG Fossil LLC), for the avoidance of doubt, in each case, to the extent such Taxes are (x) for a taxable period or portion thereof ending on or before the Closing Date or (y) in the case of any action that occurs after the Closing Date, for a taxable period or portion thereof that includes the date such action occurred (collectively, “Purchaser Restructuring Transactions”); provided that any and all refunds, credits, overpayments or similar items or recoveries of the Taxes described in this clause (d) and paid by Purchaser or any of its Affiliates shall be for the benefit of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. Subject From and after the Closing Date, Purchaser shall indemnify Parent, Sellers and their respective Subsidiaries against, and hold Parent, Sellers and their respective Subsidiaries harmless from, (i) any Taxes of Purchaser, a Purchased Company or any of their Subsidiaries with respect to all Post-Closing Tax Periods, except as a result of the limitations set forth indemnifications provisions provided in Section 13.3, from 9.1(a); (ii) any Taxes of a Purchased Company or any of its Subsidiaries attributable to any transaction outside the Ordinary Course effected by Purchaser or at Purchaser’s direction on the Closing Date and after the Closing, Parent and Purchaser, jointly and severally, agree other than any transaction contemplated by this Agreement or an Ancillary Agreement; (iii) any incremental income Taxes attributable to indemnify, defend and hold harmless Seller, an election under Section 338 of the Selling Members, and each Code made with respect to any of the Purchased Companies or their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or Subsidiaries in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. , other than any such Section 338 election to which Sellers consent in writing and any election made pursuant to Section 9.12; (iv) any income Taxes of a Seller, on behalf its Subsidiaries or any Purchased Company to the extent such income Taxes result from or are attributable to (A) any distribution by any Purchased Company after the Closing during a Straddle Period and (B) any transaction occurring or entered into by any Purchased Company after the Closing that causes such Purchased Company to recognize income under Section 951(a) of each Seller Party, shall give Purchaser prompt written notice of the Code with respect to any claim, suit or demand which it believes will give rise Straddle Period; (v) any Transaction Taxes allocated to indemnification by Purchaser under this paragraphSection 9.4; and (vi) reasonable out-of-pocket costs and expenses, including legal fees, attributable to any item in (i) through (iv); provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right no obligation to defend indemnify Parent, Sellers or any of their Subsidiaries under any provision of this Agreement from and to direct the defense against any Taxes to the extent such claim, suit or demand, in its name or Taxes (x) are accrued as an asset in the name Closing Working Capital as finally determined pursuant to Section 2.6, or (y) arise as a direct result of any action taken outside of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit Ordinary Course (without regard to past practice) by or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense direction of and for Sellers or any of their Affiliates after the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at Closing Date, other than any time prior to the settlement, compromise action contemplated by this Agreement or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimAncillary Agreement.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree Purchaser agrees to indemnify, defend and hold harmless Seller, the Selling MembersSeller Parties, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller PartyAffiliate") (up to a maximum indemnification ceiling of *** from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party Affiliate may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty; or (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Seller Party with respect to the Liability liability of any Selling Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Service AgreementExpert Agreements. SellerThe Seller Parties, on behalf of each Seller PartyAffiliate, shall will give Purchaser prompt written notice of any claim, suit or demand which it believes they believe will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall will not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaserhereunder. Except as hereinafter provided and except where a conflict of interest between a Seller Party Affiliate and PurchaserPurchaser suggests separate counsel is appropriate, Purchaser shall will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party Affiliate at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shallAffiliate will, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller PartyAffiliate, the Seller Party shall Affiliate will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability liability for, or the amount of, money damages to be assessed against the Seller PartyAffiliate, provided Purchaser will not, without the Seller PartyAffiliate's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party Affiliate a release from all Liability liability in respect of such claim.

Indemnification by Purchaser. Subject Xxxxxxxxx agrees to the limitations set forth in Section 13.3, indemnify Seller from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Membersagainst, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees and expenses) awarded against or incurred by Seller or any of their its respective memberstrustees, shareholdersdirectors, officers, directors, employees, agents, affiliates, successors or assigns agents (each, a "“Seller Indemnified Party") from any loss”), damage ​ whether or expense (including reasonable attorneys' fees) which not involving a Seller Third Party may incurclaim, suffer demand, action, or become liable for as a result proceeding, to the extent arising out of or in connection with (a) the inaccuracy or any breach of any representation representation, warranty, or warranty of certification made by Purchaser or Parent contained in this Agreement; , (b) the any breach of or default under any covenant or agreement of by Purchaser contained in this Agreement; , or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Datefees, in both casesexpenses, includingcosts, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilitiesliabilities, or operation of the Purchased Assets on other amounts incurred or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, owed by Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party brokers, financial advisors, or comparable other Persons retained or employed by Purchaser in connection with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the foregoing will exclude any indemnification to any Seller Indemnified Party (i) to the extent resulting from the bad faith, gross negligence, or willful misconduct of such Seller Indemnified Party, (ii) to the extent resulting from the failure of Seller to give such notice shall not affect perform any of its obligations under any of the obligations Transaction Documents, or (iii) to the extent resulting from acts or omissions of Purchaser hereunder unless such failure adversely affects based upon the written instructions from any rightsSeller Indemnified Party. Notwithstanding any provision to the contrary set forth in this Agreement, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict following the final determination of interest between a Seller Party and any amount owed from Purchaser, as Indemnifying Party, to Seller, as Indemnified Party, Purchaser shall have the right may elect, at its sole discretion, to defend and to direct the defense against satisfy any such claim, suit or demand, in its name or in indemnification obligation by instructing the name of Depositary Bank to deduct the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement amount of such claim at the expense of indemnification obligation amount against each subsequent quarterly Purchased Receivable Payment due to Purchaser and for the account and risk of Purchaser subject pay such amount to the right of Purchaser to assume the defense Seller in satisfaction of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimindemnification obligation.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3Article VII hereof, from Purchaser hereby agrees, on behalf of itself and after the Closingeach of its Affiliates, Parent and Purchaser, jointly and severally, agree to indemnify, defend defend, save and hold harmless Seller, the Selling Members, Seller and each of their respective members, shareholders, its officers, directors, employees, agents, affiliates, successors stockholders and Affiliates (the “Seller Indemnified Parties”) harmless from and against any and all Losses incurred or assigns (each, a "sustained by Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result shall arise out of or in connection with result from (a) the inaccuracy or any breach of any representation or warranty of Purchaser or Parent contained in this Agreement; , (b) the breach of failure by Purchaser to perform any covenant or agreement of Purchaser in this Agreement (other than the covenants contained in this Agreement; or Article VII as to which Article VII shall govern), and (c) following Closing any assertion against a amounts paid by Seller Party in respect of any claim or Liability relating to the Assumed Liabilities or the operation guarantee by Seller of obligations owed by any member of the Purchased Assets Subject Company Group (other than with respect to any Indebtedness (excluding capital lease obligations, factored accounts receivable and accounts receivable that have otherwise been assigned to any party providing financing to any member of the Subject Company Group)) that survives the Closing, including the guarantees listed on or after the Effective DateSchedule 11.4 hereto, in both cases, including, without limitation, the assertion against a Seller Party each case after offset by any Person related insurance proceeds or Governmental Body other recovery and any reduction of any obligation or Liability relating to the Assumed Liabilities, or operation Taxes realized on account of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilitiessuch Losses. Notwithstanding the foregoing, other than as set forth if there is an applicable survival period pursuant to Section 11.1 above, no indemnification under this Section 11.4 shall be made unless a claim therefor is made by notice to Purchaser within the applicable time period specified in Section 9.311.1 hereof. Furthermore, Purchaser will have no indemnificationin order to constitute a Loss for which the Seller Indemnified Parties are entitled pursuant to clause (a) above, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party each claim for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each which Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise Indemnified Parties are entitled to indemnification by Purchaser under this paragraph; provided, however, that the failure pursuant to give such notice shall not affect the obligations clause (a) hereof must individually have a value of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimleast $75,000.

Indemnification by Purchaser. Subject (a) Until the earlier of (i) the second anniversary of the Closing Date and (ii) the termination of this Agreement in accordance with its terms, and effective upon and subject to the limitations set forth in Section 13.3, from and after occurrence of the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Purchaser shall indemnify each Seller, the Selling MembersSellers' Representative, Newco Holdings and Newco and their respective affiliates and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or and assigns (each, a each an "Seller Indemnified Party") with respect to, and hold each of them harmless from and against, any lossand all Liabilities, damage or expense losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable including, without limitation, attorneys' feesand consultants' fees and expenses, and investigative, corrective, or remedial action costs) suffered, incurred or sustained by any of them or to which any of them becomes subject (including, without limitation, any Action brought or otherwise initiated by any of them) (a Seller Party may incur"Loss"), suffer or become liable for as a result resulting from, arising out of or in connection with relating to (aA) the inaccuracy any misrepresentation or any breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of made by Purchaser contained in this Agreement, unless such misrepresentation or breach shall have been waived in writing by each Seller, the Sellers' Representative, Newco Holdings and Newco prior to the Closing; or (cB) any assertion against a Seller Party breach of any claim covenant or Liability relating agreement made by Purchaser contained in this Agreement, unless such breach shall have been waived in writing by each Seller, the Sellers' Representative, Newco Holdings and Newco prior to the Assumed Liabilities or the operation Closing; (C) (1) any collective bargaining agreement listed on Section 3.19 of the Purchased Assets Disclosure Schedule applicable to any Fabral Employee, (2) any suit or claim of violation under the Worker Adjustment and Retraining Notification Act of 1988, as amended, for any actions taken by Purchaser, Gentek Holdings or Gentek after the Closing Date with respect to any facility, site of employment, operating unit or Fabral Employee, (3) any action taken on or after the Effective Closing Date by Purchaser, Gentek Holdings or Gentek with respect to any Fabral Employee Plan,(4) any claim arising from events occurring after the Closing Date for payments or benefits by Fabral Employees or their respective beneficiaries under any Fabral Employee Plan; (D) the conduct of the Business or any other action or omission by Purchaser, Gentek Holdings or Gentek after the Closing Date, except, in both caseseach case, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, extent such loss arises from a fact or operation circumstance constituting a breach of representation or warranty made by the Purchased Assets on or after Sellers hereunder. To the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as extent that Purchaser's undertakings set forth in this Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser9.04 may be unenforceable, Purchaser shall have contribute the right maximum amount that it is permitted to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject contribute under applicable Law to the right payment and satisfaction of Purchaser to assume the defense of such claim at all Losses incurred by any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Indemnified Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3this Article XII, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend Purchaser shall indemnify and hold harmless the Seller, ’s Indemnitees from and against any Indemnification Loss incurred by any Seller’s Indemnitee to the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns extent resulting from (each, a "Seller Party"i) from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of the Purchaser or Parent contained in this Agreement; (bii) any breach by the breach Purchaser of any agreement of Purchaser contained in its covenants or obligations under this Agreement; or (ciii) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person for brokerage or Governmental Body of finder’s fees or commissions or similar payments based upon any obligation agreement or Liability relating understanding alleged to the Assumed Liabilities, have been made by such Person with Purchaser (or operation of the Purchased Assets any Person acting on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth Purchaser’s behalf) in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to connection with any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give ; (iv) any claim related to Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser’s representative’s entry onto the Real Property or investigation of the Assets, including, but not limited to, claims of property damage, personal injury, nonpayment and mechanic’s liens; (v) any Third-Party Claim arising out of the ownership or operation of the Assets after Closing; or (vi) any Assumed Liabilities. The terms of this Section 12.2.2 shall survive Closing for the Survival Period. No claim for any of the foregoing shall be actionable or payable if the item in question results from or is based on a condition, state of facts or other matter which was actually known to Seller prior to Closing. Purchaser shall have the right no liability to defend and to direct the defense against Seller for a breach of any such claimcovenant, suit representation or demand, in its name warranty or in the name for any indemnification claim unless written notice containing a description of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement specific nature of such breach or indemnification claim at the expense of and for the account and risk of shall have been given by Seller to Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlementexpiration of the Survival Period and an action shall have been commenced by Seller against Purchaser within the Action Period, compromise or final determination thereof if in which event the only issues remaining therein involve Liability for, or the full amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimvalid claims shall be actionable. Seller agrees to first seek recovery under any insurance policies and service contracts prior to seeking recovery from Purchaser, and Purchaser shall not be liable to Seller if Seller’s claim is satisfied from such insurance policies or service contracts.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from 14.2.1 Purchaser and after the Closing, Parent and PurchaserParent, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling MembersSeller Entities, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "“Seller Party"”) from any loss, damage or expense (including reasonable attorneys' fees) which Losses that a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty; (b) the breach of any agreement of Purchaser or Parent contained in this AgreementAgreement or the other Transaction Documents; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed Liability or relating to the Assumed Liabilities Purchased Assets or the operation conduct of the Purchased Assets Business by Purchaser or Parent on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Closing Date, including, without limitation, tax Tax claims or Liabilitiesliabilities. Notwithstanding the foregoing, other than as set forth in Section 9.310.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Seller Party with respect to the Liability liability of any Selling Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Service AgreementDirector Agreements. SellerThe Representative, on behalf of each Seller Party, shall will give Purchaser prompt written notice of any claim, suit or demand which it that Seller believes will give rise to indemnification by Purchaser under this paragraphparagraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that that, the failure to give such notice shall will not affect the obligations of Purchaser hereunder unless such failure adversely affects any rightshereunder, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of extent it is prejudiced by such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimfailure.

Indemnification by Purchaser. Subject Purchaser agrees to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend and hold harmless Seller, the Selling Members, indemnify Seller Entities and each of their respective membersowners, shareholdersdirectors, managers, officers, directors, employees, agents, representatives, affiliates, successors or and assigns (each, a "collectively “Seller Party"Indemnitees”) and hold Seller Entities harmless from any loss, damage or expense (including reasonable attorneys' ’ fees) which a Seller Party Indemnitee may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the applicable Limitations Period; (b) the breach of any agreement of Purchaser contained in this Agreement, including any claims by any third Person alleging facts and circumstances which, if true would constitute such a breach; or (c) any assertion against a Seller Party Indemnitee of any claim or Liability liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Closing Date including theories of strict liability. Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, Entities shall give Purchaser prompt written notice of any claim, suit or demand which it believes Seller Entities believe will give rise to indemnification by Purchaser under this paragraph; provided, however, that that, the failure to give such notice shall not affect the obligations liability of Purchaser hereunder unless such except to the extent that the failure adversely affects any rightsto promptly give notice has materially prejudiced Purchaser’s ability to defend or mitigate the claim. No notice of claim, remedies suit or privileges that would have been available to Purchaserdemand will be effective after 90 days following the expiration of the applicable Limitations Period. Except as hereinafter provided and except where a conflict of interest between a Seller Party Indemnitee and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the a Seller Party Indemnitee at Purchaser's ’s expense and with counsel of Purchaser's ’s own choosing. Each Seller Party Indemnitee shall, at Purchaser's ’s expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller PartyIndemnitee, the Seller Party Indemnitee shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability liability for, or the amount of, money damages to be assessed against the Seller PartyIndemnitee, provided Purchaser will not, without the Seller Party's Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a the Seller Party Indemnitee a release from all Liability liability in respect of such claim.

Indemnification by Purchaser. a. Subject to the limitations set forth in Section 13.3provisions of this Article VII, from and after the ClosingClosing Purchaser agrees to defend, Parent and Purchaser, jointly and severally, agree to indemnify, defend indemnify and hold harmless Sellerthe Sellers and their Affiliates, the Selling Membersand, and each of if applicable, their respective members, shareholdersdirectors, officers, directorsagents, employees, agents, affiliates, successors or and assigns (eachcollectively, a "the “Seller Party"Indemnified Parties”) from and against any lossand all Losses that such Seller Indemnified Party suffers or incurs, damage or expense (including reasonable attorneys' fees) which a Seller Party may incurbecomes subject to, suffer or become liable for as a result of, (i) any Assumed Liability (regardless of whether such Assumed Liability was assumed by Purchaser or a Purchaser Designated Affiliate pursuant to Section 2.5), (ii) any breach by Purchaser of any of its covenants or agreements in connection with this Agreement, any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto, (aiii) the inaccuracy or breach any failure of any representation or warranty of Purchaser or Parent contained in this Agreement or any Ancillary Agreement; , or any other agreement, instrument or certificate delivered pursuant hereto or thereto to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (bother than those made on a specified date, which shall be true and correct in all respects as of such specified date), (iv) the breach Business, the Purchased Assets, or the Shares from and after the Closing Date, including the use, ownership, possession, operation or occupancy of any agreement Facility, Leased Real Property, Owned Real Property, Intellectual Property, Purchased Assets, or Shares from and after the Closing Date, unless the Loss relating thereto would actually be recoverable by Purchaser as an indemnifiable Loss under the terms of Purchaser contained in this Agreement; or Agreement (c) any assertion against a Seller Party of any claim or Liability relating giving effect to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as limitations set forth in this Article VII), (v) any action taken in connection with, pursuant to or relating to Section 9.36.4, Purchaser will have no indemnification, defense including any agreement or hold harmless obligation to any Selling Party with respect alternative business arrangement entered into by the Parties in connection therewith and pursuant to the Liability terms thereof, (vi) the use by or under authorization of Purchaser or any of its Affiliates of the Hospira Marks pursuant to Section 6.18, (vii) Purchaser’s or any of its Affiliates’ or Sublicensees’ (as defined in the Intellectual Property License Agreement) exercise of any Selling Party for Taxes as a result of license or other rights set forth in the transactions contemplated by this Intellectual Property License Agreement or (viii) the Service research, development, manufacture, use, sale, offer for sale, import or export of any Company Medical Device Products (as defined in the Intellectual Property License Agreement. Seller, ) or Company Solutions Products (as defined in the Intellectual Property License Agreement) by or on behalf of each Seller Party, shall give Purchaser prompt written notice or any of any claim, suit its Affiliates or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimSublicensees.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend The Purchaser shall indemnify and hold harmless Sellerthe Company, each of its directors, and each Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Selling MembersExchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (a) any failure by the Purchaser to comply with the covenants and agreements contained in Section 6 above respecting the sale of the Shares unless such failure by the Purchaser is directly caused by the Company’s failure to provide written notice to the Purchaser of a suspension of any registration statement with respect to the resale of the Shares or (b) the inaccuracy of any representation made by the Purchaser herein, in each case to the extent, and will reimburse the Company, each of its directors, and each of their respective membersits controlling Persons for any legal and other expense reasonably incurred, shareholdersas such expenses are reasonably incurred by the Company, officers, each of its directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result and each of or its controlling Persons in connection with (a) the inaccuracy investigating, defending, settling, compromising or breach of paying any representation such loss, claim, damage, liability, expense or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of action, provided that any claim or Liability for indemnification under this Section 9.2 relating to the Assumed Liabilities or inaccuracy of any made by the operation Purchaser herein is made within one year from the Closing. In no event shall the liability of the Purchased Assets on or after Purchaser hereunder be greater in amount than the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation dollar amount of the Purchased Assets on or after net proceeds received by the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding Purchaser upon the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result sale of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give Shares giving rise to such indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. (a) Subject to the limitations set forth in Section 13.3provisions of this Article VII, from and after the ClosingClosing Purchaser agrees to defend, Parent and Purchaser, jointly and severally, agree to indemnify, defend indemnify and hold harmless Sellerthe Sellers and their Affiliates, the Selling Membersand, and each of if applicable, their respective members, shareholdersdirectors, officers, directorsagents, employees, agents, affiliates, successors or and assigns (eachcollectively, a "the “Seller Party"Indemnified Parties”) from and against any lossand all Losses that such Seller Indemnified Party suffers or incurs, damage or expense (including reasonable attorneys' fees) which a Seller Party may incurbecomes subject to, suffer or become liable for as a result of, (i) any Assumed Liability (regardless of whether such Assumed Liability was assumed by Purchaser or a Purchaser Designee pursuant to Section 2.5), (ii) any breach by Purchaser of any of its covenants or agreements in connection with this Agreement, any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto, (aiii) the inaccuracy or breach any failure of any representation or warranty of Purchaser or Parent contained in this Agreement or any Ancillary Agreement; , or any other agreement, instrument or certificate delivered pursuant hereto or thereto to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (bother than those made on a specified date, which shall be true and correct in all respects as of such specified date), (iv) the breach Business, the Purchased Assets, or the Shares from and after the Closing Date, including the use, ownership, possession, operation or occupancy of any agreement Facility, Leased Real Property, Owned Real Property, Intellectual Property, Purchased Assets, or Shares from and after the Closing Date, unless the Loss relating thereto would actually be recoverable by Purchaser as an 137 indemnifiable Loss under the terms of Purchaser contained in this Agreement; or Agreement (c) any assertion against a Seller Party of any claim or Liability relating giving effect to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as limitations set forth in this Article VII), (v) any action taken in connection with, pursuant to or relating to Section 9.36.4, Purchaser will have no indemnification, defense including any agreement or hold harmless obligation to any Selling Party with respect alternative business arrangement entered into by the Parties in connection therewith and pursuant to the Liability terms thereof, (vi) the use by or under authorization of Purchaser or any of its Affiliates of the Hospira Marks pursuant to Section 6.18, (vii) Purchaser’s or any of its Affiliates’ or Sublicensees’ (as defined in the Intellectual Property License Agreement) exercise of any Selling Party license or other rights set forth in the Intellectual Property License Agreement, or (viii) the research, development, manufacture, use, sale, offer for Taxes sale, import or export of any Company Medical Device Products (as a result of defined in the transactions contemplated Intellectual Property License Agreement) or Company Solutions Products (as defined in the Intellectual Property License Agreement) by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice or any of any claim, suit its Affiliates or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimSublicensees.

Indemnification by Purchaser. Subject Purchaser agrees to the limitations set forth in Section 13.3, from and after the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend indemnify and hold harmless Seller, the Selling Members, each Seller and each Person, if any, who controls such Seller within the meaning of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors either Section 15 of the 1933 Act or assigns Section 20 of the 1934 Act (each, a "“Seller Indemnified Party"”) from and against any lossand all losses, damage claims, damages and liabilities, joint or expense several (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, except as otherwise provided in Section 4.3 hereof), insofar as such losses, claims, damages or liabilities are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the assertion against a Seller Party by any Person Shelf Registration Statement or Governmental Body of any obligation or Liability relating to the Assumed LiabilitiesProspectus contained therein, or operation any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the Purchased Assets on circumstances under which they were made, not misleading, or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, (ii) any violation by Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated 1933 Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law in connection with the offering covered by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphShelf Registration Statement; provided, however, that the failure to give such notice Purchaser shall not affect the obligations of Purchaser hereunder unless be liable insofar as such failure adversely affects any rightslosses, remedies claims, damages or privileges that would have been available to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against liabilities are caused by any such claim, suit untrue statement or demand, omission or alleged untrue statement or omission (a) made in its name or reliance upon and in conformity with written information furnished to Purchaser by any Seller Indemnified Party for use in the name Shelf Registration Statement or the Prospectus (or any amendment or supplement thereto) or the plan of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably distribution furnished in the defense of any such claim, suit writing to Purchaser by or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement on behalf of such claim at the expense of and Seller Indemnified Party expressly for the account and risk of Purchaser subject use therein, or (b) that was corrected in an amendment or supplement to the right of Shelf Registration Statement or the Prospectus and Purchaser had furnished copies thereof to assume the defense of such claim at any time Sellers prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against relevant date of sale by the Seller Partyto the Person asserting such loss, provided Purchaser will notclaim, without the Seller Party's written consent, settle damage or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimliability.

Indemnification by Purchaser. Subject to Purchaser will indemnify Seller, Gateway and their respective Affiliates (the limitations set forth in Section 13.3, from and after forgoing being the Closing, Parent and Purchaser, jointly and severally, agree to indemnify, defend "Seller Indemnified Parties") and hold each such party harmless Seller, the Selling Members, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any liability, loss, damage cost or expense (expense, including reasonable attorneys' fees) , which a Seller Party may incur, suffer shall result from or become liable for as a result arise out of or in connection with (ai) the inaccuracy breach (or any third-party allegation, which if true would constitute a breach of any a Purchaser representation or warranty warranty) of Purchaser any of Purchaser's representations or Parent contained warranties in this Agreement; (bii) the breach by Purchaser of any agreement of Purchaser contained in this Agreementits covenants or agreements herein; or (ciii) any assertion against a Seller Party of any claim liability or Liability obligation relating to the Assumed Liabilities Assets to be Sold which arises out of any event or the operation of the Purchased Assets on condition occurring or existing after the Effective Closing Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Party for Taxes as a result of the transactions contemplated by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure in no event shall Purchaser be obligated under this Section 7.2 to indemnify Seller Indemnified Parties against any liability, loss, cost or expense which shall result from Seller Indemnified Parties's willful misconduct or gross negligence. In case any claim is made, or any suit or action is commenced against Seller Indemnified Parties in respect of which indemnification may be sought by Seller Indemnified Parties under this Section 7.2, Seller shall promptly give such Purchaser notice shall not affect the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies or privileges that would have been available to Purchaser. Except as hereinafter provided thereof and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right be entitled to defend and participate in (or, if Seller does not desire to direct defend, to conduct) the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, thereof at Purchaser's expense, cooperate reasonably . Purchaser may (but need not) defend or participate in the defense of any such claim, suit or demandaction, but Purchaser shall promptly notify Seller if Purchaser shall not desire to defend or participate in the defense of any such claim, suit or action. If PurchaserSeller may at any time notify Purchaser of its intention to settle or compromise any claim, suit or action against Seller Indemnified Parties in respect of which payments may be sought by Seller Indemnified Parties hereunder (and in the defense of which Purchaser has not previously elected to participate), and Seller may settle or compromise any such claim, suit or action unless Purchaser notifies Seller in writing (within reasonable time ten (10) days after Seller has given Purchaser written notice of a claim, fails its intention to defend a settle or compromise) that Purchaser intends to indemnify Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of Indemnified Parties and for the account and risk of Purchaser subject to the right of Purchaser to assume conduct the defense of such claim, suit or action. Any such settlement or compromise of, or any final judgment or decree entered on or in, any claim, suit or action which Seller has defended or participated in the defense of in accordance herewith shall be deemed to have been consented to by, and shall be binding upon, Purchaser as fully as if Purchaser had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. EMCC Servicing LLC and EMCC (collectively the "EMCC Party"), and Computer Finance LLC and Asta (collectively the "Asta Party") intend to split the Receivables into two separate and distinct pools, an entity from each group purchasing a pool. To the extent Seller Indemnified Parties have a claim at any time prior against Purchaser pursuant to this Section 7.2, the EMCC Party join in the indemnity to the settlement, compromise extent the claim arose from an action or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages failure to be assessed against the Seller act by an EMCC Party, provided Purchaser will notand the Asta Party joins in the indemnity to the extent the claim arose from an action or failure to act by an Asta Party. In no event shall an EMCC Party to liable to Seller pursuant to this Section 7.2 as a result of an act or failure to act by an Asta Party, without the Seller nor shall an Asta Party be liable for an act or failure to act by an EMCC Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claim.

Indemnification by Purchaser. Subject to the limitations set forth in Section 13.3, from From and after the ClosingClosing Date, Parent and Purchaser, jointly and severally, agree to Purchaser shall indemnify, defend and hold harmless Seller, the Selling Members, and each of defend Sellers and their respective members, shareholders, officers, directors, employees, agents, affiliatesrepresentatives and Affiliates (collectively, successors or assigns (each, a "the “Seller Party"Indemnified Parties”) from any loss, damage or expense (including reasonable attorneys' fees) and against all Losses which a Seller Party Sellers may incurreceive, suffer or become liable for as a result of or incur in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement; (b) the breach of any agreement of Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to the Assumed Liabilities or the operation of the Purchased Assets operations and transactions occurring on or after the Effective Date, in both cases, including, without limitation, Closing Date involving the assertion against a Seller Party by any Person Savings Bank or Governmental Body of any obligation the Assets or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Dateexcept as otherwise specifically provided for in this Agreement. Purchaser agrees further to defend, includingindemnify, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or and hold harmless obligation to Sellers against all Losses resulting from any Selling Party with respect to the Liability breach of any Selling Party for Taxes as a result of the transactions contemplated covenant, agreement, representation or warranty made by Purchaser and its officers, directors, employees, agents, representatives and Affiliates in this Agreement or the Service Agreementin any certificate delivered to Sellers hereunder. Seller, on behalf of each Seller Party, shall Sellers will give Purchaser prompt written notice of any a threatened or pending claim within thirty (30) calendar days (except in the case where Sellers’ first notice is its receipt of a complaint, in which case such time for giving notice shall be fifteen (15) calendar days after its learning about such threatened or pending claim), suit together with a statement of facts known to it regarding such threatened or demand which it believes will give rise to indemnification by Purchaser under this paragraphpending claim; provided, however, that the failure to give so notify Purchaser shall not preclude Sellers from any indemnification that they may claim in accordance with this Article IX except to the extent that Purchaser is materially prejudiced thereby. Purchaser will then have twenty (20) calendar days from the date it receives such notice shall not affect to investigate the obligations of Purchaser hereunder unless such failure adversely affects any rights, remedies threatened or privileges that would have been available pending claim to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Seller Party at Purchaser's expense and with counsel of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser determine whether it will elect to assume the defense of the matter involving such threatened or pending claim. If it does so elect, Purchaser will be given Sellers’ full cooperation and assistance in maintaining such defense. Sellers may participate, at their own expense, in the defense of such claim; provided, however, that Sellers shall be entitled to participate in such defense with separate counsel at Purchaser’s expense if (A) so requested by Purchaser to participate, (B) if Sellers determine in good faith that there is a reasonable probability that a proceeding may adversely affect them other than as a result of monetary damages for which they would be entitled to full indemnification under this Agreement, (C) the claim is a criminal proceeding or (D) in the opinion of counsel to Sellers, a conflict or potential conflict exists between the Sellers and Purchaser that would make such separate representation advisable. Purchaser must acknowledge in writing to the Sellers that it is obligated to indemnify the Sellers with respect to such claim at any time prior to the settlementextent provided hereunder, compromise and must maintain the defense actively and diligently in order to preserve its rights to conduct the defense. Purchaser shall not be liable for any amounts in settlement of a claim or final determination thereof action as described above if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, such settlement is effected without the Seller Party's Purchaser’s written consent, settle which consent shall not be unreasonably withheld. Purchaser must satisfy any indemnification obligations hereunder by payment directly to Sellers in cash. The representations, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Sellers based on such representations, covenants and obligations, will not be limited or compromise affected by any claim investigation conducted with respect to, or consent to any entry knowledge acquired (or capable of judgment which does not include as an unconditional term thereof being acquired) at any time, whether before or after the giving by the claimant execution and delivery of this Agreement or the plaintiff to a Seller Party a release from all Liability in Closing, with respect to, the accuracy or inaccuracy of or compliance with any such claimrepresentation, warranty, covenant or obligation. It is understood that the obligations of Purchaser under this paragraph shall survive the Closing Date.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Xxxxxxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Selleractions, the Selling Membersdamages or liabilities (collectively, and each of their respective members“Losses”), shareholderswhether joint or several, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnification contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such Loss if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Seller, on behalf of each Seller Party, shall give Purchaser prompt written notice of such Investor Indemnified Party in connection with investigating and defending any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraphsuch Loss; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations Loss arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling Investor or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Section 13.34.1 below, Pxxxxxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and after the Closingagainst any expenses, Parent and Purchaserlosses, jointly and severallyjudgments, agree to indemnifyclaims, defend and hold harmless Sellerdamages or liabilities, the Selling Memberswhether joint or several, and each of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a "Seller Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Seller Party may incur, suffer or become liable for as a result arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (a) provided, however, that the inaccuracy or breach of any representation or warranty of Purchaser or Parent indemnity agreement contained in this Agreement; (b) the breach Section 4.1 shall not apply to amounts paid in settlement of any agreement such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser contained in this Agreement; or (c) any assertion against a Seller Party of any claim or Liability relating to shall promptly reimburse the Assumed Liabilities or the operation of the Purchased Assets on or after the Effective Date, in both cases, including, without limitation, the assertion against a Seller Party by any Person or Governmental Body of any obligation or Liability relating to the Assumed Liabilities, or operation of the Purchased Assets on or after the Effective Date, including, without limitation, tax claims or Liabilities. Notwithstanding the foregoing, other than as set forth in Section 9.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Selling Party with respect to the Liability of any Selling Investor Indemnified Party for Taxes as a result of the transactions contemplated any legal and any other expenses reasonably incurred by this Agreement or the Service Agreement. Sellersuch Investor Indemnified Party in connection with investigating and defending any such expense, on behalf of each Seller Partyloss, shall give Purchaser prompt written notice of any judgment, claim, suit damage, liability or demand which it believes will give rise to indemnification by Purchaser under this paragraphaction; provided, however, that Purchaser will not be liable in any such case to the failure to give extent that any such notice shall not affect the obligations expense, loss, claim, damage or liability arises out of Purchaser hereunder unless or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such failure adversely affects Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any rightssuch amendment or supplement, remedies or privileges that would have been available in reliance upon and in conformity with information furnished to Purchaser. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name writing, by such selling holder or in the name Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Seller Party at Purchaser's expense Registrable Securities, their officers, affiliates, directors, partners, members and with counsel agents and each Person who controls such Underwriter on substantially the same basis as that of Purchaser's own choosing. Each Seller Party shall, at Purchaser's expense, cooperate reasonably the indemnification provided above in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, the Seller Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Seller Party, provided Purchaser will not, without the Seller Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to a Seller Party a release from all Liability in respect of such claimthis Section 4.1.