Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. The Purchaser agrees to pay and to indemnify and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by or arising out of or in respect of: (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety.

Indemnification by Purchaser. The (a) Subject to the provisions of Sections 7.2(b) and 7.4 below, Purchaser agrees to pay shall indemnify Seller and to indemnify its Affiliates and each of their respective stockholders, officers, directors, employees and representatives (each a “Seller Indemnitee”) against, and hold each Seller Indemnitee harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing)from, and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Seller Indemnitee resulting from, related to or arising out of (i) any inaccuracy in or in respect of: (a) the Allied Guarantees which are listed and identified in Section 4.19 breach of any of the Vendor Disclosure Schedule; (b) any breach representations, warranties or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation covenants made by the Purchaser in Article V of or pursuant to this Agreement or in any certificate agreement, document or instrument executed and delivered by pursuant to Section 5.2(b)(iii) or on behalf (iv), (ii) the Assumed Liabilities and (iii) the conduct of the Business as conducted by Purchaser underafter the Closing Date, unless such Losses result from, relate to or concerning arise out of any inaccuracy in or breach of any of the representations representations, warranties or covenants made by Seller in or pursuant to this Agreement or in any agreement, document or instrument executed and warranties delivered pursuant hereto or in Article V connection with the Closing of this Agreementthe transactions contemplated hereunder. (b) Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any Person of any claim, action, suit or proceeding with respect to which Purchaser is obligated to provide indemnification hereunder; provided, however, that the rights of a Seller Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Purchaser in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.2 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, and if Purchaser disputes the validity of the notice or the amounts of the Losses and such dispute is ultimately resolved wholly or partially in favor of the Seller Indemnitee, Purchaser shall promptly pay all amounts due. Purchaser shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any Damages claim, action, suit or proceeding by any third party alleged or asserted against a Seller Indemnitee that is subject to indemnification by Purchaser hereunder, and the cost and expense thereof shall be subject to the indemnification obligations and limitations of Purchaser hereunder; provided, that each Seller Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense and with its own counsel; and provided, further, that (i) if Purchaser elects not to defend any such action or (ii) if a Seller Indemnitee shall reasonably believe that it has defenses not available to Purchaser and if counsel to Seller shall in respect a written opinion advise that common representation is not appropriate, then such Seller Indemnitee shall be entitled, through counsel of which its choice, but at Purchaser’s expense (should indemnification be applicable), to participate in the defense of such action. Neither any Seller Indemnitee nor Purchaser shall be required entitled to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event settle or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of compromise any such references were deleted altogether. Thusclaim, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that action, suit or proceeding without the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge prior written consent of the Purchaser" were deleted in their entiretyother party, which consent shall not be unreasonably withheld.

Indemnification by Purchaser. The (a) Subject to Section 8.3(b), Purchaser hereby agrees to pay that from and to indemnify after the Closing, it shall indemnify, defend and hold harmless and defend the Vendors and Sellers, their Affiliates (but not any Acquired Subsidiary after the Closing)Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and assigns from permitted assigns, each in their capacity as such (the “Seller Indemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”) from, against and against in respect of any and all Damages Losses imposed on, sustained, incurred or suffered by either Vendor which are caused by by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, arising out of (i) any breach of any representation or warranty made by Purchaser, (ii) any breach of a covenant or agreement of Purchaser contained in respect of: this Agreement, or (aiii) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule;any Assumed Liabilities. (b) Purchaser shall not be liable to the Seller Indemnified Parties for any breach or default Losses with respect to the matters contained in Section 8.3(a)(i) (x) for any De Minimis Loss, and no claim for a De Minimis Loss shall be asserted under this Section 8.3 (and no such De Minimis Loss shall be included in the performance by the Purchaser of any covenant or agreement calculation of the Purchaser contained Threshold Amount provided for in this Agreement or any Ancillary Agreement to which clause (y) hereof) and (y) the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the aggregate amount of any Damages Losses incurred by all Seller Indemnified Parties exceeds the Threshold Amount, in respect of which the event Purchaser shall be required liable to indemnify the Vendors under clause (b) Seller Indemnified Parties for all Losses in excess of this the Threshold Amount. Purchaser’s cumulative aggregate liability for Losses with respect to the matters contained in Section 14.2 (but not under clauses (a) and (c) of this Section 14.28.3(a)(i) shall be limited not exceed an amount equal to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyIndemnification Cap.

Indemnification by Purchaser. The Indemnification pursuant to this Section 9.1 shall only apply if Closing occurs. If Closing does not occur, Article 8 hereof provides the exclusive remedy of the parties. Subject to the limitations set forth in this Article 9, Purchaser agrees to pay and to indemnify shall indemnify, defend, and hold harmless Sellers against and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against in respect of any and all Damages suffered by either Vendor which are caused by or arising out of or in respect of: (a) the Allied Guarantees which are listed claims, demands, suits, actions, proceedings and identified in Section 4.19 of the Vendor Disclosure Schedule; assessments, whether or not ultimately determined to be valid; (b) all losses, obligations, liabilities, damages, recoveries, judgments, awards, settlements, rulings, Taxes and deficiencies; and (c) all costs and expenses, including interest, penalties, court costs, reasonable attorneys', consultants' and expert witnesses' fees, disbursements and expenses and other investigative costs, of investigating, defending or asserting any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in foregoing or of enforcing this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (all such matters described in subsections (a), (b) and (c) above defined as "Losses"), that they incur or suffer which arise, result from, relate to or are based upon (i) any breach of warranty representations and warranties (as supplemented or inaccurate or erroneous representation updated pursuant to Section 5.12 hereof) made by the Purchaser in Article V of this Agreement or in any certificate delivered schedule, certificate, exhibit or any instrument to be furnished by Purchaser under this Agreement (ignoring, for purposes of determining the existence of any such breach or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of Losses with respect thereto, any Damages "materiality" or similar qualifiers set forth in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" warranties); and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) failure by Purchaser to perform any representation that a condition exists except of its covenants or agreements in this Agreement or in any schedule, certificate, exhibit or any instrument to the extent that its be furnished by Purchaser under this Agreement (regardless of whether such failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the is deemed "knowledge of the Purchaser" were deleted in their entiretymaterial").

Indemnification by Purchaser. The (a) Subject to the provisions of this Article, from and after the Closing Date, Purchaser agrees to pay and to shall indemnify and hold harmless and defend the Vendors Sellers and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns "Seller Indemnified Parties") from and against any and all Damages (as defined in Section 9.2(a) herein) suffered by either Vendor which are caused by such Seller Indemnified Parties resulting from or arising out of or in respect of: (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (ci) any breach of warranty any of the representations or inaccurate or erroneous representation warranties made by the Purchaser in Article V of this Agreement or in any certificate delivered document executed in connection herewith, (ii) any breach or nonfulfillment of any covenants or agreements made by Purchaser herein or on behalf any document executed in connection herewith, notwithstanding when any such breach or nonfulfillment may occur, (iii) the operation of the Business (including without limitation the Hospital) from and after 11:59 p.m. on the Closing Date; and (iv) any default with respect to the Equipment Leases assumed by the Purchaser under, or concerning as described in Section 3.1(d) above. (b) None of the representations and warranties Seller Indemnified Parties shall be entitled to assert any claim for indemnification pursuant to this Section 9.3 after the dates provided in Article V of this AgreementSection 9.1; provided, however, that if on or prior to such date a Notice of Claim shall have been given pursuant to Section 9.4 hereof for such indemnification, the amount of any Damages Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and Article. (c) of this Section 14.2) All claims for indemnification by Seller Indemnified Parties shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser net of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read insurance proceeds actually received as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge result of the Purchaser" were deleted in their entiretymatter for which indemnification is claimed.

Indemnification by Purchaser. The (a) Subject to the provisions of this Article X and except with respect to Taxes, effective at and after the Closing Date, Purchaser agrees to pay and to indemnify the Save-A-Lot Entities shall indemnify, defend and hold harmless Supervalu and defend the Vendors and their its Affiliates (but not any Acquired Subsidiary after the Closing), and their respective managers, officers, directors, employees, successors and assigns (collectively, the “Seller Indemnified Parties”), from and against any and all Damages Losses actually incurred or suffered by either Vendor which are caused by or any of the Seller Indemnified Parties to the extent arising out of or relating to (i) any inaccuracy in respect of: or breach of any representation or warranty of Purchaser or Merger Sub, either on the date hereof or at and as of the Closing as though made at and as of such time (aor, if made as of a specific date, at and as of such date), in each case contained (A) in this Agreement without giving effect to, for the Allied Guarantees which are listed purpose of determining the existence of any inaccuracy or breach of such representation or warranty (except for those representations and identified warranties to the effect that specified items have been made available) and for the purpose of determining the amount of any Losses actually incurred or suffered by any of the Seller Indemnified Parties, any materiality, Purchaser Material Adverse Effect or other similar qualification as to materiality (but not Knowledge qualifications or dollar thresholds) contained in or otherwise applicable to such representation or warranty, or (B) in the certificate delivered under Section 8.3(c) without giving effect to, for the purpose of determining any breach of such certificate (except to the extent such breach relates to the representations and warranties to the effect that specified items have been made available) and for the purpose of determining the amount of any Losses actually incurred or suffered by any of the Seller Indemnified Parties, the Purchaser Material Adverse Effect qualifications set forth in Section 4.19 of the Vendor Disclosure Schedule; 8.3(a); (bii) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser or Merger Sub contained in this Agreement Agreement; or (iii) any Ancillary Agreement Losses to the extent such Losses were included as “Current Liabilities” in Working Capital or included in Indebtedness and, in each case, are established by the applicable Indemnifying Party to have been reflected or reserved for on the Final Post-Closing Statement. (b) Notwithstanding any other provision to the contrary: (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 10.3(a)(i), (A) unless such claim or series of related claims involve Losses in excess of the De Minimis Amount and if such Liabilities do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses pursuant to Section 10.3(b)(i)(B); or (B) until the aggregate amount of such Losses of the Seller Indemnified Parties exceeds the Deductible, after which Purchaser shall be obligated for all the Purchaser is a partySeller Indemnified Parties’ Losses pursuant to Section 10.3(a)(i) in excess of the Deductible, subject to Section 10.3(b)(i)(A) and Section 10.3(b)(ii); and (cii) the cumulative indemnification obligation of Purchaser pursuant to Section 10.3(a)(i) shall in no event exceed the Cap; provided, that neither the De Minimis Amount nor the Deductible nor the Cap shall apply to any claim involving Losses resulting from Fraud or arising out of or relating to a breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties set forth in Article V of Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authority Relative to this Agreement), Section 4.5 (Brokers) and Section 4.6(h) (Solvency); provided, howeverfurther, that the amount cumulative indemnification obligation of any Damages in respect of which Purchaser under this Agreement shall not exceed the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyPurchase Price.

Indemnification by Purchaser. The (a) Subject to the provisions of this Article VIII, from and after the Closing, Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless Seller and defend the Vendors and their its Affiliates (but not any Acquired Subsidiary after the Closing), and their respective equityholders, partners, members, officers, directors, managers, employees, agents and representatives and successors and assigns (collectively, the “Seller Indemnified Parties”), from and against any and all Damages Losses incurred or suffered by either Vendor which are Seller Indemnified Parties to the extent, directly or indirectly, caused by by, resulting from or arising out of or in respect of: (ai) any breach by Purchaser of any of its representations or warranties contained in Article IV or the Allied Guarantees which are listed certificate delivered by Purchaser pursuant to Section 2.5(a)(vii) without giving effect to any “Material Adverse Effect,” “material,” “in all material respects” or other similar materiality qualifications (it being understood that for purposes of this Section 8.2(a)(i) such representations and identified in Section 4.19 warranties shall be deemed to have been made both as of the Vendor Disclosure Scheduledate of this Agreement and as of the Closing Date (except that any representation or warranty that speaks as of the date of this Agreement or any other date shall only be deemed to have been made as of such date)); (bii) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser or any of its Affiliates contained in this Agreement or Agreement; or (iii) any Ancillary Assumed Liability. (b) Notwithstanding anything in this Agreement to which the Purchaser is a party; andcontrary: (ci) Purchaser shall not be required to indemnify, defend or hold harmless any breach Seller Indemnified Party against any Losses pursuant to Section 8.3(a)(i) (i) for any individual Loss unless the amount with respect to such Loss (together with all other Losses arising from the same or similar set of warranty facts, conditions or inaccurate or erroneous representation made by events) exceeds the De Minimis Threshold and (ii) until and unless the aggregate amount of all Seller Indemnified Parties’ Losses under Section 8.2(a)(i) that exceed the De Minimis Threshold for which Seller has delivered a notice pursuant to Section 8.4 exceeds the Deductible, after which Purchaser shall be obligated for all Seller Indemnified Parties’ Losses under Section 8.3(a)(i) in Article V excess of the Deductible, subject to the provisions of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this AgreementVIII; provided, however, that Losses resulting from any breach of Purchaser Fundamental Representations shall not be subject to the amount Deductible; (ii) the maximum indemnification obligation of Purchaser under Section 8.3(a)(i) shall in no event exceed the Cap; provided, however, that Losses resulting from any Damages breach of Purchaser Fundamental Representations shall not be subject to the Cap; and (iii) notwithstanding anything to the contrary contained in this Agreement, Purchaser’s aggregate indemnification obligations under this Agreement, other than in respect of which the Purchaser Assumed Liabilities, shall be required to indemnify in no event exceed the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyPurchase Price.

Indemnification by Purchaser. The (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser agrees to pay and to indemnify shall indemnify, defend and hold the Seller Indemnified Parties harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Losses directly or indirectly based upon, arising out of of, resulting from or in respect ofrelating to: (ai) any breach of any representation or warranty of Purchaser contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the Allied Guarantees which Mortgage Business or the closing of any Pipeline Loan following the Company Closing Date, other than (i) as provided in Sections 10.2(a)(v), (ii) to the extent such Losses arise from a matter giving rise to a breach of any representation or warranty contained in Article IV, or (iii) to the extent such Losses are listed and identified in Section 4.19 directly or indirectly based upon, arising out of, resulting from or relating to the Seller Retained Loans; and (iv) the improper use by Purchaser of the Vendor Disclosure Schedule;power of attorney provided to Purchaser by Seller pursuant to Sections 3.2(a)(iii), 3.2(b)(vi), and 3.2(c)(iv). (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser Notwithstanding anything contained in this Agreement Section 10.3(a) to the contrary, Purchaser's obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 10.3(a) unless written notice of such claim or any Ancillary Agreement action is received by Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the Purchaser representation or warranty on which such claim or action is a party; andbased ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (cii) any breach For purposes of warranty or inaccurate or erroneous representation made by computing the aggregate amount of claims against Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser each claim by a Seller Indemnified Party shall be required deemed to indemnify the Vendors under clause (b) of this be an amount equal to, and any payments by Purchaser pursuant to Section 14.2 (but not under clauses (a) and (c) of this Section 14.210.3(a) shall be limited to to, the amount of Losses that remain after deducting therefrom, any insurance proceeds and any indemnity, contributions or other similar payment payable by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretythird party with respect thereto.

Indemnification by Purchaser. The Purchaser agrees to pay shall indemnify each Seller and to indemnify its Affiliates, directors, partners, agents and employees (each a "Seller Indemnitee") against and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing)each of them harmless, and their respective successors and assigns from and against any and all Indemnifiable Damages suffered which any such Seller Indemnitee may suffer or incur by either Vendor which are caused by or reason of, arising out of from or in respect of: connection with: (ai) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any material inaccuracy or breach or default in the performance by the Purchaser of any covenant representation or agreement warranty of the Purchaser contained in this Agreement or any Ancillary Agreement to which other Transaction Document; (ii) the material breach by Purchaser is a party; and (c) of any breach of warranty or inaccurate or erroneous representation covenant made by the Purchaser it in Article V of this Agreement or in any certificate delivered by or on behalf of the Transaction Documents; (iii) the ownership, operation or use of the Assets subsequent to the Closing Date on which such Assets are acquired; and (iv) any acts or omissions of Purchaser underor any of their agents, servants, contractors or concerning the representations and warranties in Article V of this Agreementrepresentatives; provided, however, that the amount Purchaser shall have no liability hereunder or otherwise for any Indemnifiable Damages that relate to, or arise out of, its ownership or operation of any Excluded Assets or Excluded Liabilities, except for Indemnifiable Damages in respect resulting from Purchaser's acts or omissions. The foregoing obligation of which the Purchaser shall be required subject to indemnify and limited by each of the Vendors under clause (bqualifications set forth below. Purchaser shall not be liable for any indirect, special, incidental or consequential damages. Notwithstanding anything contained in this Agreement to the contrary, for purposes of Section 11.2(i) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) only, Sellers shall be limited entitled to indemnification hereunder only in the amount by which the aggregate of all event that such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser breach of any condition, fact, statement, representation or warranty of Purchaser (regardless of whether such representation or warranty contains a materiality qualifier) results in Indemnifiable Damages to any Seller Indemnitee in an amount of [*] or more and in such event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that liable for all such condition exists; and (iii) any representation that no incidents amounts of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of Indemnifiable Damages including such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety[*].

Indemnification by Purchaser. The (a) Purchaser agrees to pay and to shall indemnify Seller and hold it harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Indemnifiable Loss incurred in connection with or arising out of from any one or in respect of: (a) the Allied Guarantees which are listed and identified in Section 4.19 more of the Vendor Disclosure Schedule; following: (bi) any nonfulfillment or breach by Purchaser of any of its agreements or covenants in this Agreement; and (ii) any breach or default in the performance by the Purchaser of any covenant warranty or agreement the inaccuracy of the any representation of Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of pursuant to this Agreement; provided, however, that Seller shall not be entitled to make a claim for indemnification under this Section 7.2 until the amount of any Damages Indemnifiable Losses in respect of which the aggregate equal or exceed the Threshold Level. Once the Threshold Level is satisfied Purchaser shall be required to indemnify Seller for Indemnifiable Losses in excess of the Vendors under clause Threshold Level. (b) of If Seller determines that it has suffered or incurred any Indemnifiable Loss, it shall so notify Purchaser within sixty (60) days in writing; provided, however, that the failure to so notify Purchaser within such specified time period shall not relieve Purchaser from any liability which it may have unless such failure prejudices it in fulfilling its obligations hereunder. Notwithstanding the above, if any action at law or suit in equity is instituted by a third party against Seller with respect to which it intends to claim any Indemnifiable Loss under this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) Article 7, it shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the notify Purchaser of any condition, fact, statement, event such action or act (including all references to "Material Adverse Effects" and "suit in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes accordance with Section 7.3 of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyAgreement.

Indemnification by Purchaser. The (a) Subject to Section 7.2(b) and Sections 7.3 through 7.5, from and after the Closing, Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless Seller and defend the Vendors its officers, directors, managers, employees, representatives and their Affiliates (but not any Acquired Subsidiary after the Closing)agents, and their respective successors and assigns from and against any and all Damages Losses suffered or incurred by either Vendor which any such party, if and to the extent such Losses are caused suffered or incurred by reason of, or arising out of, any of or in respect ofthe following: (ai) The breach or failure of any representation or warranty of Purchaser contained in this Agreement to be true and correct when made or deemed made under the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Scheduleterms hereof; (bii) The Assumed Liabilities or any Liability arising out of Purchaser’s use of the Purchased Assets or operations on the Premises at or subsequent to the Closing (except to the extent Seller has any such Liability under the Supply Agreement, Sublease Agreement, or any other agreement between Purchaser and Seller); or (iii) The breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; andAgreement. (cb) any breach of warranty or inaccurate or erroneous representation No claim for indemnification may be made by under Section 7.2 unless written notice, specifying in reasonable detail the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf nature of the claim, has been given to Purchaser under(i) at any time on or prior to the 18 month anniversary of the Closing Date, with respect to any claim under Sections 7.2(a)(i) or 7.2(a)(iii), or concerning (ii) at any time on or prior to sixty (60) days after the representations and warranties in Article V expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations for the underlying claim, the statute of limitations applicable to breaches of this Agreement; provided), however, that the amount of with respect to any Damages claim under Section 7.2(a)(ii). The right to indemnification with respect to any claim for which notice has been properly and timely given in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this accordance with Section 14.2 (but not under clauses (a) and (c) of this Section 14.27.2(b) shall be limited to expire upon the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents final resolution of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyclaim.

Indemnification by Purchaser. The Subject to the terms and conditions of this Article 9, Purchaser agrees to pay and to shall indemnify and hold harmless the Seller and defend its Affiliates and the Vendors employee benefit plans, shareholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their Affiliates capacities as such (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns “Seller Indemnified Persons”) from and against any and all Damages suffered Losses incurred or to be incurred by either Vendor which are caused by any of them, resulting from or arising out of or in respect ofconnection with: (a) the Allied Guarantees which are listed and identified failure by the Purchaser to complete the purchase of Shares as provided herein, upon satisfaction of the conditions set forth in Section 4.19 8.1, it being understood that the Losses which the Seller may recover upon such failure shall include any consequential damages resulting from such failure to complete such purchase and shall not exceed an amount equal to 50% of the Vendor Disclosure SchedulePurchase Price (inclusive of any such any consequential damages), and, subject to Section 9.8, recovery pursuant to this Section 9.3(a) shall be the Seller’s exclusive remedy for Losses resulting from or arising out of or in connection with such failure by the Purchaser; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the representations or warranties made by Purchaser contained in this Agreement (it being agreed and acknowledged by the parties that for purposes of the right to indemnification pursuant to this clause (b) the representations and warranties of Purchaser contained herein or therein shall not be deemed qualified by any Ancillary Agreement references therein to which the Purchaser is materiality generally or to whether or not any such breach results or may result in a partyMaterial Adverse Effect); andor (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf ownership of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2Shares, the representations Company, DSTC or the conduct or operations of the Company or DSTC or the Business from and warranties shall be read as if references therein to after the materiality to the Purchaser of any conditionClosing, fact, statement, event or act (including all references to "Material Adverse Effects" and "except in all material respects") were deleted and the effect of any each such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except case to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and is entitled to indemnification pursuant to Section 9.2 (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of disregarding for this purpose only Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety9.6).

Indemnification by Purchaser. The (a) Subject to the terms and conditions of this Article XI, Purchaser agrees to pay and to indemnify indemnify, defend and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing)Seller Indemnitees from, against, and their respective successors shall compensate and assigns from reimburse each Seller Indemnitee for and against in respect of any and all Damages suffered Losses asserted against, relating to, imposed upon or incurred by either Vendor which are caused any Seller Indemnitee by or reason of, resulting from, based upon, arising out of of, whether directly or in respect of: indirectly, (ai) the Allied Guarantees which are listed and identified breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in Section 4.19 of or made pursuant to this Agreement, any Ancillary Agreement or any certificate, schedule or exhibit delivered by Purchaser in connection with this Agreement or any Ancillary Agreement, (ii) the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser of any covenant or agreement obligation of the Purchaser contained set forth in this Agreement or any Ancillary Agreement Agreement, (iii) any Liability of Purchaser other than the Assumed Liabilities, or (iv) any Proceeding relating to any breach, alleged breach, Liability or matter of the type referred to above (including any Proceeding commenced by any Seller Indemnitee for the purpose of enforcing any of its rights under this Article XI) (collectively, "Seller Indemnifiable Losses"): (b) Notwithstanding anything to the contrary contained in this Agreement, no claim for Seller Indemnifiable Losses shall be made under this Article XI: (i) unless the aggregate of Seller Indemnifiable Losses shall exceed $50,000 (at which point Purchaser shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (ii) to the extent the Seller had a reasonable opportunity, but failed, in good faith to mitigate the Losses, including but not limited to the failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity, (iii) for any Losses to the extent that the Seller Indemnitees have received payments in respect of claims made under this Article XI in excess of $3,300,000 in the aggregate, or (iv) with respect to any Losses suffered, incurred or sustained by any Seller Indemnitee or to which any of them becomes subject to the extent such Losses arise from or were directly caused by actions taken or failed to be taken by Seller after the Closing. The Seller Indemnitees' sole and exclusive remedy against Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in for Losses shall be indemnification under this Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this AgreementXI; provided, however, that the amount of any Damages nothing contained in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.211.3(b) shall limit any remedy at law or equity to which Seller may be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the entitled against Purchaser of any condition, fact, statement, event for fraud or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety.intentional misrepresentation

Indemnification by Purchaser. The (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser agrees to pay indemnify the Sellers and CAM (collectively, the “Indemnified Seller Persons”) and to indemnify and hold each of them harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered suffered, paid or incurred by either Vendor which are such Indemnified Seller Person to the extent resulting from or caused by or arising out of or in respect of: (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (bi) any breach of any of the representations and warranties made by the Purchaser to the Sellers in Article VI of this Agreement or default of any breach of any representation by Purchaser in the performance respect thereof contained in any certificate delivered pursuant to this Agreement, (ii) any breach by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary breach by the Company of any covenant or agreement in this Agreement to be performed by the Company after the Closing which for the avoidance of doubt does not include the covenants set forth in Sections 7.4, 7.6, 7.8 and 7.12, or (iii) any Taxes attributable to a Post-Closing Tax Period allocable to the Purchaser under Sections 9.1 and 9.2 and any Taxes that the Purchaser is liable for under Section 9.6. (b) Notwithstanding anything to the contrary in this Section 10.2, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) with respect to any claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a partybreach of the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (cii) any only with respect to claims for indemnification made on or before the date that is 24 months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser underFundamental Representations, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or concerning until the representations and warranties latest date provided for their survival in Article V of this AgreementSection 12.1; provided, however, that and (iii) only to the amount of any Damages in respect of which the Cap, provided that such Cap shall not apply to the Purchaser shall be required to indemnify Fundamental Representations, provided further that damages for the Vendors under clause (b) breach of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) any Purchaser Fundamental Representation shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations actual damages only and warranties in no event shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event include consequential or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretypunitive damages.

Indemnification by Purchaser. The Subject to the terms and conditions of this ARTICLE IX, from and after the Closing, the Purchaser agrees to pay and to shall indemnify and hold harmless and defend the Vendors Seller, its Affiliates, and each of their Affiliates respective employees, directors, officers, stockholders, agents, and representatives (but not any Acquired Subsidiary after collectively, the Closing“Seller Group”), against, and their respective successors and assigns from and against shall hold each of them harmless from, any and all Damages suffered Losses incurred or sustained by either Vendor which are caused by the Seller Group based upon or arising out of or in respect of: (a) the Allied Guarantees which are listed and identified any inaccuracy in Section 4.19 or breach of any of the Vendor Disclosure Schedulerepresentations or warranties of the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or default in the performance non-fulfillment of any covenant, agreement, or obligation to be performed by the Purchaser of any covenant or agreement of the Purchaser contained in pursuant to this Agreement or any Ancillary Agreement to other Transaction Document (which shall not include the Purchaser is a party; andTransition Services Agreement); (c) any breach of warranty Assumed Liability; or (d) the Exploitation, development, manufacture, supply, marketing or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf distribution of the Purchaser underCompound or any Product following the Closing. The foregoing indemnity obligations will not apply to (i) the extent that such Losses arise out of or result from the fraud, gross negligence, and/or willful misconduct of Seller or its Affiliates, and/or any related breach by Seller of its representations, warranties, and/or covenants hereunder, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of (ii) Losses for which the Purchaser shall be required Seller has an obligation to indemnify the Vendors under clause (b) of this Purchaser Group pursuant to Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) 9.02, as to which Losses each Party shall be limited to indemnify the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except other to the extent that of its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that respective liability for such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyLosses.

Indemnification by Purchaser. The (a) Purchaser shall ---------------------------- indemnify Seller, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against, and agrees to pay and to indemnify and hold them harmless and defend the Vendors and their Affiliates (but not from, any Acquired Subsidiary after the Closing)Loss, and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by for or on account of or arising out of from or in connection with or otherwise with respect ofto: (ai) any breach of any representation or warranty of Purchaser contained in this Agreement, in any Ancillary Agreement or in any document delivered in connection herewith (it being agreed and acknowledged by the Allied Guarantees which are listed parties that for purposes of Seller's right to indemnification pursuant to this Section 8.02 the representations and identified warranties of Purchaser shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in Section 4.19 of the Vendor Disclosure Schedulea Purchaser Material Adverse Effect); (bii) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement or in any Ancillary Agreement; (iii) any failure by Purchaser to pay or otherwise discharge when due and payable any Assumed Liability; (iv) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or other comparable persons retained or employed by it in connection with the transactions contemplated by this Agreement or by any Ancillary Agreement; (v) Purchaser's selection of Non-Continuing Employees but only to which the Purchaser extent related to such selection being in violation of, or being alleged to be in violation of, Applicable Law and such Loss is not a partydirect result of any act by any member of the Seller Group or any of its employees, representatives or agents; and (cvi) any breach of warranty liability under the WARN Act with respect to Affected Employees (excluding Brainerd Participants) whose "employment loss" (as defined under the WARN Act) (y) occurs on or inaccurate or erroneous representation made by within 90 days prior to the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) Closing Date and (cz) of this Section 14.2) shall is deemed to be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents part of a specific nature have occurred that would have a Material Adverse Effect on "plant closing" or "mass layoff" (as those terms are defined under the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyWARN Act).

Indemnification by Purchaser. The During the Survival Period and subject to Section 18.14 below, the Purchaser agrees to pay shall and to hereby does indemnify and hold the Company harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against and in respect of any and all Damages suffered actual loss, damage and expense incurred by either Vendor which are caused by or the Company resulting from, arising out of of, attributable to, or in respect ofany manner connected with: (a) the Allied Guarantees which are listed and identified in Section 4.19 Any misrepresentation or breach of the Vendor Disclosure Schedule; (b) any breach representation or default in the performance warranty made by the Purchaser of pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Purchaser contained in this Agreement or in any Ancillary Agreement certificate or other document delivered, or to which be delivered, by the Purchaser is a partyto the Company in connection with this Agreement; and (cb) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any breach event shall occur or any circumstance arise which might give rise to a claim in respect of warranty any matter against which the Purchaser has indemnified the Company hereunder, the Company promptly shall give notice thereof to the Purchaser. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Company. Unless the parties otherwise agree in writing, the Purchaser shall defend against all such third-party claims or inaccurate otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or erroneous representation made by withheld unreasonably. The Company shall have the right to participate with the Purchaser in Article V the defense of this Agreement or in any certificate delivered such matter. The Purchaser shall not be liable for any settlement of a claim by or on behalf of the Company without the Purchaser's consent. Notwithstanding anything to the contrary herein, the Company shall not lay claim and the Purchaser undershall not be liable under this Section for any action, proceeding or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Purchaser aggregate, provided that such persons shall be required to indemnify liable from the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all first dollar for any claim or claims exceeding such Damages exceeds $10,000,000amount. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety./s/ SH /s/ S

Indemnification by Purchaser. The (a) From and after the Closing (in the case of clauses (1), (2) and (3) below) and from and after the applicable Purchase Agreement Closing (in the case of clause (4) below), Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless Seller from, against and defend the Vendors and in respect of any Losses imposed on, sustained, incurred or suffered by Seller or any of its Affiliates, or its or their Affiliates (but not any Acquired Subsidiary after the Closing)respective directors, officers, employees, and their respective heirs, successors and assigns from and against any and all Damages suffered by either Vendor which are caused by or arising out of or permitted assigns, each in their capacity as such in respect of: (a1) (A) any breach of or inaccuracy in any of the Allied Guarantees which are listed Purchaser Fundamental Representations, (B) any breach of or inaccuracy in any of the other representations or warranties made by Purchaser in Article III or in the certificate delivered by Purchaser pursuant to Section 5.02(c), it being understood that for purposes of this Section 6.03(a)(1), any qualification as to materiality in the text of any representation or warranty set forth in this Agreement or in the Purchase Agreements (whether by reference to “material,” “material adverse effect” or otherwise) (other than in the representations and identified warranties contained in Section 4.19 3.03(c)(1) (the reference to “material” set forth in the last sentence thereof) and Section 5.2(c)(1) of the Vendor Disclosure SchedulePurchase Agreements (the reference to “material” set forth in the last sentence thereof)) will be disregarded for purposes of determining whether any such representation or warranty was breached or is inaccurate and (C) any breach of or inaccuracy in, as of the date hereof or as of the PR Closing Date or the USVI Closing Date, as applicable, any of the representations or warranties made by Purchaser in Section 5.2 of each of the Purchase Agreements (other than any such representations and warranties set forth in Section 5.2 of either of the Purchase Agreements that are Purchaser Fundamental Representations) or the certificate delivered by Purchaser pursuant to Section 8.2(c) of the PR Purchase Agreement and Section 9.2(c) of the USVI Purchase Agreement; (b2) (A) any breach or default in the performance Tax owed by the Bank Entities resulting from any transaction outside the ordinary course of business engaged in by the Bank Entities occurring on the Closing Date, after the Bank Merger, and (B) any Transfer Taxes for which Purchaser is responsible pursuant to Section 4.12(e); (3) any failure by Purchaser to perform any of any covenant or agreement of the Purchaser its covenants contained in this Agreement or any Ancillary Agreement to which the Purchaser is a partyPurchase Agreements; and (c4) any breach of warranty Purchaser’s or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf its Affiliate’s operation of the Bank Entities or their respective businesses or assets and liabilities following the Closing or Purchaser’s or its Affiliate’s ownership or operation of the Purchased Assets or the Assumed Liabilities. (b) Purchaser under, will not have any liability under Sections 6.03(a)(1)(B) or concerning the representations and warranties in Article V (C) (1) for any Loss for any individual claim (or group of this Agreement; provided, however, that directly related claims) if the amount of any Damages in respect such Loss (together with the amount of which the Purchaser shall be required to indemnify the Vendors under clause (bLosses from all directly related claims) of this Section 14.2 (but not under clauses (a) is a de minimis loss and (c2) of this Section 14.2) shall be limited to the amount by which unless and until the aggregate amount of all the indemnifiable Losses (excluding any de minimis loss) under such Damages Sections taken together exceeds $10,000,000. For purposes the Deductible, and then only for Losses in excess of the Deductible; provided that in no event will the aggregate indemnification to be paid by Purchaser (A) pursuant to Sections 6.03(a)(1)(B) or (C) exceed the Indemnity Cap and (B) under this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted Agreement and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that Purchase Agreements combined exceed the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyAggregate Consideration.

Indemnification by Purchaser. The Purchaser agrees Subject to pay the limitations set forth in this Article X, from and to indemnify and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), Purchaser shall indemnify Sellers and their respective successors Representatives, Subsidiaries, direct and assigns from indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Seller Indemnitees”) and save and hold each of them harmless against any and all Damages suffered Losses suffered, incurred or paid, directly or indirectly, by either Vendor which are caused by or them as a result of, arising out of of, or in respect ofrelated to: (a) the Allied Guarantees which are listed any failure of any representation or warranty made by Purchaser in this Agreement (whether or not contained in Article V) or in any schedule, exhibit or certificate delivered pursuant to this Agreement to be true and identified correct in Section 4.19 all respects (without giving effect to any “material”, “materially”, “materiality”, “material adverse effect” or “material adverse change” qualification contained in any such representation or warranty) on and as of the Vendor Disclosure Scheduledate of this Agreement and on and as of Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the by Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a partyAgreement; and (c) any breach guarantee, covenant, indemnity, bond or similar assurance provided by Casella or any of warranty or inaccurate or erroneous representation made by its Affiliates (other than the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf Companies and their Subsidiaries) securing obligations of the Purchaser underCompanies or their Subsidiaries, or concerning but solely to the representations and warranties in Article V extent of this Agreement; providedthe portion of such Loss caused by events following the Closing Date. For the avoidance of doubt, however, that the amount of any Damages in respect of which the Purchaser shall be required Purchaser’s obligations to indemnify the Vendors under clause and hold harmless Seller Indemnitees pursuant to clauses (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) the immediately preceding sentence shall be limited to not terminate until the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge full performance of the Purchaser" were deleted relevant covenants in accordance with their entiretyterms.

Indemnification by Purchaser. The (a) Purchaser agrees agrees, subject to pay the limitations, conditions and other terms and conditions of this Article X, to indemnify Seller and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing)its Affiliates, and their the respective officers, directors, employees, agents, heirs, successors and assigns from of Seller and against any and all Damages suffered by either Vendor which are caused by or arising out of or in respect of: its Affiliates (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained as used in this Agreement or any Ancillary Agreement Section 10.02, each an "INDEMNIFIED PARTY") against and to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser underdefend and hold them harmless from, or concerning the representations and warranties in Article V of this Agreement; provided, however, that shall pay to such Indemnified Parties the amount of any all Damages arising directly or indirectly, from or in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for exampleconnection with: (i) any breach of any representation that a statement is true and correct or warranty of Purchaser set forth in all material respects shall be read as a representation that the statement is true and correctthis Agreement; (ii) any breach of any representation that a condition exists except or warranty of Purchaser in this Agreement as if such representation or warranty were made on and as of the Closing Date (other than any representation or warranty which is specific as to the extent that its failure date when made), without giving effect to exist would not have any supplement to the Disclosure Schedule; (iii) a Material Adverse Effect on the breach by Purchaser shall be read as of any covenant, agreement or obligation set forth in this Agreement (excluding, however, from this Section 10.02, a representation that such condition existsbreach of a covenants set forth in Article VIII); and (iiiiv) the conduct of the Business by Purchaser following the Closing. No claim may be asserted nor may any representation that no incidents action be commenced against Purchaser under this Section 10.02 for breach of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents any representation, warranty, covenant or agreement contained herein, unless written notice of such nature have occurred. For purposes of this Section 14.2, claim or action is received by Purchaser describing in reasonable detail the covenants, representations facts and warranties shall be read as if references therein circumstances known to Seller or any other Indemnified Party with respect to the "knowledge subject matter of such claim or action on or prior to the Purchaser" were deleted in their entirety.date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in

Indemnification by Purchaser. The (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser agrees to pay and to indemnify shall indemnify, defend and hold the Seller Indemnified Parties harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Losses directly or indirectly based upon, arising out of of, resulting from or in respect ofrelating to: (ai) any breach of any representation or warranty of Purchaser contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the Allied Guarantees which are listed and identified in Section 4.19 Assumed Liabilities; and (iv) the operation of the Vendor Disclosure Schedule;Business and the Assets on and after the Closing Date (other than Retained Liabilities). (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser Notwithstanding anything contained in this Agreement Section 10.3(a) to the contrary, Purchaser’s obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 10.3(a) unless written notice of such claim or any Ancillary Agreement action is received by Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the Purchaser representation or warranty on which such claim or action is a party; andbased ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (cii) any breach For purposes of warranty or inaccurate or erroneous representation made by computing the aggregate amount of claims against Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser each claim by a Seller Indemnified Party shall be required deemed to indemnify the Vendors under clause (b) of this be an amount equal to, and any payments by Purchaser pursuant to Section 14.2 (but not under clauses (a) and (c) of this Section 14.210.3(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom, (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Seller Indemnified Party or any Affiliate therefor with respect to the amount Losses or items giving rise to such claim for indemnification, and (B) adding thereto any Tax cost realized by which a Seller Indemnified Party or any Affiliate thereof with respect to any payments to be made pursuant to Section 10.3(a) (as determined after the aggregate application of all such Damages exceeds $10,000,000Section 10.3(b)(ii)(A)(1)). For purposes of this Section 14.210.3(b)(ii), “Tax benefits” shall mean the representations present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Seller Indemnified Party or any Affiliate thereof, and warranties “Tax cost” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future income, gain, loss of deduction, or decrease in asset basis realized by a Seller Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be read determined by assuming (1) the Seller Indemnified Party or any Affiliate thereof, as if references therein the case may be, is, and will continue to be, in the materiality maximum United States federal income tax bracket after any deduction reportable with respect to the Purchaser of any conditiona payment hereunder, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii2) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read effective state and local income tax rate, or, as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2the case may be, the covenants, representations and warranties shall be read as if references therein to the "knowledge corporation tax rate of the Purchaser" were deleted in their entiretySeller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such information is available.

Indemnification by Purchaser. The From and after the Closing and subject to the provisions of this Section 11.3 and the limitations set forth in this Article XI, Purchaser agrees to pay and to shall indemnify and hold harmless each Seller and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing)its respective officers, and their respective directors, employees, agents, successors and permitted assigns, each in its capacity as such and who are not officers, directors, employees, agents, successors and permitted assigns from of the Company and its Subsidiaries as of immediately following the Closing (collectively, the "Seller Indemnified Parties") from, against and in respect of any and all Damages Losses imposed on, sustained, incurred or suffered by either Vendor which are caused by any of the Seller Indemnified Parties, whether in respect of Third Party Claims or Direct Claims, or otherwise, arising out of or in respect ofresulting from: (a) the Allied Guarantees which are listed and identified breach or inaccuracy of any representation or warranty made by Purchaser in Section 4.19 Article VI, in each case, as of the Vendor Disclosure ScheduleClosing Date, it being understood that for purposes of this Section 11.3(a), the terms "material" and "Material Adverse Effect" contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; (b) any the breach or default in the performance by the Purchaser of any covenant or agreement made by Purchaser in this Agreement; (c) the breach of any covenant or agreement made by the Purchaser contained Company or ▇▇ ▇▇▇▇▇▇▇ in this Agreement to the extent that such covenant or any Ancillary Agreement agreement is required to which be performed or complied with following the Purchaser is a partyClosing; and (cd) any breach of warranty or inaccurate or erroneous representation made by notwithstanding anything to the Purchaser contrary contained in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, howeverbut subject to Section 11.10: (i) (A) the indemnification provided in this Section 11.3 shall be the sole and exclusive post-Closing remedy available to Seller Indemnified Parties and (B) following the Closing, that the maximum aggregate amount of any Damages in respect of which the indemnifiable Losses that may be recovered from Purchaser shall not exceed $138,750,000; and (ii) Except with respect to the breach or inaccuracy of any representation and warranty set forth in Section 6.1 or Section 6.2(b), no indemnification payment with respect to any indemnifiable Losses otherwise payable under Section 11.3(a) shall be required payable: (A) for any individual Losses or series of related Losses arising out of substantially similar facts and circumstances unless and until the aggregate amount of all such Losses exceeds the De Minimis Amount, in which case the Seller Indemnified Parties shall, subject to indemnify the Vendors under clause (b) other terms and provisions of this Section 14.2 11.3, be entitled to indemnification for the full amount of such Losses; or (but not B) unless and until such time as all such indemnifiable Losses paid under clauses (a) and (c) of this Section 14.211.3(a) shall be limited aggregate to more than the amount by Deductible Amount, after which time the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2Seller Indemnified Parties may, the representations and warranties shall be read as if references therein subject to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: clause (i) any representation that a statement is true and correct in above, recover all material respects shall be read as a representation that indemnifiable Losses above the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyDeductible Amount.

Indemnification by Purchaser. The 11.3.1 Each of the Purchaser agrees and WebMD agrees, from and after the Closing Date, subject to pay the other terms and conditions of this Article 11, to indemnify solidarily (jointly and severally) indemnify, defend and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after Vendor from all Losses incurred by the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by or arising out as a result of or in respect of: (a) the Allied Guarantees which are listed and identified inaccuracy of any representation or warranty of Purchaser contained in Section 4.19 of the Vendor Disclosure Schedule; this Agreement; (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the covenants and agreements to be performed by Purchaser contained in pursuant to this Agreement or any Ancillary Agreement to which the Purchaser is a partyAgreement; and and (c) any breach by Purchaser, after the Closing, of warranty or inaccurate or erroneous representation made any of the Post-Closing Obligations, including the obligation to satisfy Assumed Liabilities. 11.3.2 Notwithstanding anything to the contrary contained in this Agreement, (a) the rights of the Vendor to indemnification under this Article 11 shall constitute the sole and exclusive remedy of the Vendor for any breach by the Purchaser in Article V of any provision of this Agreement Agreement, and (b) no claim may be asserted nor any action commenced against Purchaser for indemnification under Section 11.3.1 unless written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action is received by Purchaser on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in any certificate delivered by Section 11.1, regardless of whether the subject matter of such claim or on behalf action shall have occurred before or after such date. 11.3.3 The indemnification obligations of the Purchaser underpursuant to this Article 11 shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds two hundred and fifty thousand dollars ($250,000) (the “Purchaser Threshold Amount”), or concerning and then only to the representations and warranties in Article V of this Agreementextent such aggregate amount exceeds the Purchaser Threshold Amount; provided, however, that the amount Purchaser Threshold Amount shall not apply in the case of any Damages fraud and in respect the case of which a claim pursuant to Section 11.3.1(a) relating to a breach of the representations and warranties set forth in Sections 4.1 (Organization and Good Standing) and 4.2 (Authority, Validity, Consents). 11.3.4 The indemnification obligations of the Purchaser shall be required pursuant to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) Article 11 shall be limited to an amount equal to the amount by which Cash Purchase Price, and no indemnification pursuant to such provisions shall be payable thereafter. 11.3.5 For the aggregate purposes solely of determining amounts payable pursuant to this Article 11 (and not for determining whether there is a breach or inaccuracy pursuant to Section 11.3.1(a)), all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties of the Purchaser in Article 4 shall be read construed as if references therein the term “material” and any reference to the materiality to the Purchaser of any condition, fact, statement, event or act “material adverse effect” (including all references to "Material Adverse Effects" and "in all material respects"variations thereof) were deleted and the effect of any omitted from such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretywarranties.

Indemnification by Purchaser. The (a) Subject to Section 12.1 and notwithstanding anything to the contrary contained in this Agreement, Purchaser hereby agrees to pay that from and to indemnify after the Closing it shall indemnify, defend and hold harmless and defend the Vendors and their Affiliates (but not Seller, any Acquired Subsidiary after the Closing)of its Affiliates, and their respective successors and assigns from permitted assigns, and their respective directors, officers, employees, agents, and representatives, each solely in their capacity as such (the “Seller Indemnified Parties” and collectively, with the Purchaser Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any and all Damages Losses directly or indirectly imposed on, sustained, incurred or suffered by either Vendor which are caused by by, any of the Seller Indemnified Parties, to the extent relating to or arising out of or in respect of: (a1) the Allied Guarantees which are listed any breach of any representation or warranty made by Purchaser in this Agreement in each case without giving effect to any “Material Adverse Effect,” “materiality” contained in such representations and identified warranties for purposes of determining whether a breach has occurred; (2) any breach of a covenant or agreement of Purchaser contained in this Agreement; (3) any (i) IRAs in Assumed Deposits that Seller has delegated to Purchaser pursuant to Section 4.19 7.8(c) or (ii) Unreplaced Letters of Credit that Purchaser has acquired and assumed pursuant to Section 7.9(c); or (4) any of the Vendor Disclosure Schedule;Assumed Liabilities or the conduct of the Transferred Operations after the Effective Time (to the extent not giving rise to a right to receive indemnification from Seller hereunder). (b) Purchaser shall not be liable to the Seller Indemnified Parties for (i) any breach de minimis loss with respect to the matters contained in Section 12.3(a)(1) or default Section 12.3(a)(2) or (ii) any Losses with respect to the matters contained in Section 12.3(a)(1) unless the performance by Losses therefrom exceed an aggregate amount equal to the Purchaser of any covenant or agreement Deductible (excluding such de minimis loss described in clause (i) herein), and then only for Losses in excess of the Purchaser contained in this Agreement or any Ancillary Agreement Deductible and up to which an aggregate amount equal to the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this AgreementCap; provided, however, that the amount of any Damages limitations in respect of which the Purchaser shall be required to indemnify the Vendors under this clause (b) of this Section 14.2 (but shall not under clauses (a) and (c) of this Section 14.2) shall be limited apply to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser any Losses based upon or resulting from any inaccuracy in or breach of any condition, fact, statement, event Fundamental Representation made by Purchaser or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyLosses arising from fraud.

Indemnification by Purchaser. The During the Survival Period and subject to Section 18.14 below, the Purchaser agrees to pay shall and to hereby does indemnify and hold the Company harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against and in respect of any and all Damages suffered actual loss, damage and expense incurred by either Vendor which are caused by or the Company resulting from, arising out of of, attributable to, or in respect ofany manner connected with: (a) the Allied Guarantees which are listed and identified in Section 4.19 Any misrepresentation or breach of the Vendor Disclosure Schedule; (b) any breach representation or default in the performance warranty made by the Purchaser of pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Purchaser contained in this Agreement or in any Ancillary Agreement certificate or other document delivered, or to which be delivered, by the Purchaser is a partyto the Company in connection with this Agreement; and (cb) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any breach event shall occur or any circumstance arise which might give rise to a claim in respect of warranty any matter against which the Purchaser has indemnified the Company hereunder, the Company promptly shall give notice thereof to the Purchaser. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Company. Unless the parties otherwise agree in writing, the Purchaser shall defend against all such third-party claims or inaccurate otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or erroneous representation made by withheld unreasonably. The Company shall have the right to participate with the Purchaser in Article V the defense of this Agreement or in any certificate delivered such matter. The Purchaser shall not be liable for any settlement of a claim by or on behalf of the Company without the Purchaser’s consent. Notwithstanding anything to the contrary herein, the Company shall not lay claim and the Purchaser undershall not be liable under this Section for any action, proceeding or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Purchaser aggregate, provided that such persons shall be required to indemnify liable from the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all first dollar for any claim or claims exceeding such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyamount.

Indemnification by Purchaser. The (a) After the Closing and subject to Section 1.3(b)(v) and Sections 6.4(b) and (d) and this Article VII, the Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless and defend AIG, the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), Sellers and their respective Affiliates and each of their respective directors, officers, employees, stockholders, successors and permitted assigns from (collectively, the “Seller Indemnified Parties”) against, and against reimburse any and Seller Indemnified Party for, all Damages suffered by either Vendor which are caused by Losses that such Seller Indemnified Party may at any time suffer or arising out incur, or become subject to, as a result of or in respect ofconnection with: (ai) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser inaccuracy of any covenant representation or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V this Agreement; (ii) any breach or failure by the Purchaser to perform any of its covenants or obligations contained in this Agreement Agreement, subject to the relevant survival period in respect of any such covenant or obligation set forth in Section 7.1; (iii) each Assumed Liability; (iv) any certificate delivered Loss arising with respect to a Purchased Asset from and after the Closing Date, other than arising as a result of a breach or inaccuracy of any representation or warranty made by AIG or Sellers; (v) the failure to maintain as confidential any Consumer Information on behalf or after the Closing Date; or (vi) any Data Security Breach on or after the Closing Date. (b) Notwithstanding any other provision to the contrary, the Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Parties against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 7.3(a)(i): (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of the Threshold Amount (nor shall any such claim or series of related claims that do not meet the Threshold Amount be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which the Purchaser underhas responsibility under Section 7.3(b)(ii) below); (ii) until the aggregate amount of the Seller Indemnified Parties’ Losses for which Seller Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) exceeds the Basket Amount, after which the Purchaser shall be obligated for all Seller Indemnified Parties’ Losses for which the Seller Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) that are in excess of the Basket Amount; but only if such excess Losses arise with respect to any claim (or concerning series of related claims arising from the representations and warranties same underlying facts, events or circumstances) that involves Losses in Article V excess of this Agreementthe Threshold Amount; and (iii) in a cumulative aggregate amount in excess of the Maximum Indemnification Obligation, it being agreed that for purposes of determining whether the Maximum Indemnification Obligation has been met or exceeded, any amount paid by the Purchaser for Losses pursuant to Section 7.3(a)(i), other than any Losses in respect of the inaccuracy or breach of any Purchaser Specified Representations, shall be taken into account; provided, however, that none of the amount of any Damages foregoing limitations shall apply to Purchaser’s indemnification obligations (x) with respect to Losses in respect of which the inaccuracy or breach of any of Purchaser’s Specified Representations or (y) under Section 1.3(b)(v), Section 5.1(d), Section 6.4 or Sections 7.3(a)(ii)-(vi). (c) Notwithstanding any other provision to the contrary, Purchaser shall not be required to indemnify the Vendors under clause indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 7.3(a)(i) (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thusincluding, for example: (i) any representation that a statement is true and correct this purpose, in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge respect of the Purchaser" were deleted inaccuracy or breach of Purchaser Specified Representations) in their entiretya cumulative aggregate amount exceeding the Purchase Price.

Indemnification by Purchaser. The (a) From and after the Closing, subject to the provisions of this Article IX and except as set forth in Article VI which shall govern with respect to the matters expressly set forth therein, Purchaser agrees to pay and to shall defend, indemnify and hold harmless and defend the Vendors Sellers and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Losses to the extent arising or arising out resulting from (i) any Assumed Liability or any Liability of or in respect of: a Conveyed Company, (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (bii) any breach or default in the performance by the Purchaser of any covenant of its covenants or agreement of the Purchaser agreements contained in this Agreement Agreement, (iii) the failure of any representation or any Ancillary warranty made by Purchaser in this Agreement to which be true and correct on the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by Closing Date with the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the same effect as though such representations and warranties in Article V had been made on and as of this Agreement; providedthe Closing Date, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited except to the amount by extent such representations and warranties expressly relate to a date prior to the Closing Date (in which the aggregate of all case such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read true and correct on and as if references of such earlier date), in each such case disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, (iv) the materiality assignment and transfer to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except Non-Assignable Contract to the extent that its failure to exist would any requisite consent or approval with respect thereto shall not have a Material Adverse Effect been given prior to the Closing, (v) events occurring on or after the Purchaser shall be read as a representation that such condition exists; Closing Date in connection with the Business, the Purchased Assets or the Equity Interests including the use, ownership, possession, operation or occupancy of any Leased Real Property or Real Property, the Intellectual Property of the Business, the Purchased Assets or the Equity Interests from and after the Closing Date, or (iiivi) any representation Parent Guarantee or LOC that no incidents of remains outstanding after the Closing. (b) Sellers shall take and shall cause their respective Affiliates to take all commercially reasonable steps to mitigate any Loss for which a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Seller is reasonably likely to seek indemnification pursuant to Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety9.2(a).

Indemnification by Purchaser. The Purchaser agrees Subject to pay the limitations set forth in this Article X and to indemnify Section 11.05, from and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), Purchaser shall indemnify Seller and its Affiliates and each of their respective Representatives (the “Seller Indemnitees”) from and against, and their respective successors compensate and assigns from and against reimburse them for, any and all Damages suffered Losses incurred by either Vendor which are caused by or such Seller Indemnitees, to the extent arising out of, relating to or resulting from any of or in respect ofthe following: (a) the Allied Guarantees which are listed and identified any inaccuracy in Section 4.19 or breach of any of the Vendor Disclosure Schedulerepresentations or warranties of Purchaser contained in this Agreement or the certificate required to be delivered pursuant to Section 3.02(b)(iv), as of the date hereof or as if such representation or warranty was made on and as of the Closing Date (except, in each case, to the extent such representations and warranties speak only as of a particular date, in which case the inaccuracy in or breach of which will be determined as of such particular date); provided, however, that, in determining whether a breach of any representation or warranty has occurred for purposes of this Section 10.02(a) or calculating the amount of Losses arising from any such breach, any and all references to materiality qualifications such as “Purchaser Material Adverse Effect,” “material,” “materially” or “in all material respects” contained in any such representation or warranty shall be ignored; (b) any breach or default in the performance by the Purchaser non-fulfillment of any covenant or agreement of the Purchaser contained in this Agreement Agreement, including any breach or non-fulfillment of any covenant or agreement of Purchaser to cause any of its Affiliates to take or refrain from taking any action, or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect failure of any such references were deleted altogether. Thus, for example: (i) Affiliate to take or refrain from taking any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entirety.action;

Indemnification by Purchaser. The Purchaser agrees Subject to pay the limitations set forth in this Article X and to indemnify Section 11.05, from and hold harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), Purchaser shall indemnify Seller and its Affiliates and each of their respective Representatives (the “Seller Indemnitees”) from and against, and their respective successors compensate and assigns from and against reimburse them for, any and all Damages suffered Losses incurred by either Vendor which are caused by or such Seller Indemnitees, to the extent arising out of, relating to or resulting from any of or in respect ofthe following: (a) the Allied Guarantees which are listed and identified any inaccuracy in Section 4.19 or breach of any of the Vendor Disclosure Schedulerepresentations or warranties of Purchaser contained in this Agreement or the certificate required to be delivered pursuant to Section 3.02(b)(iv), as of the date hereof or as if such representation or warranty was made on and as of the Closing Date (except, in each case, to the extent such representations and warranties speak only as of a particular date, in which case the inaccuracy in or breach of which will be determined as of such particular date); provided, however, that, in determining whether a breach of any representation or warranty has occurred for purposes of this Section 10.02(a) or calculating the amount of Losses arising from any such breach, any and all references to materiality qualifications such as “Purchaser Material Adverse Effect,” “material,” “materially” or “in all material respects” contained in any such representation or warranty shall be ignored; (b) any breach or default in the performance by the Purchaser non-fulfillment of any covenant or agreement of the Purchaser contained in this Agreement Agreement, including any breach or non-fulfillment of any covenant or agreement of Purchaser to cause any of its Affiliates to take or refrain from taking any action, or any Ancillary Agreement failure of any such Affiliate to which the Purchaser is a partytake or refrain from taking any such action; andor (c) any breach of warranty Transferred Asset or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyAssumed Liability.

Indemnification by Purchaser. The Subject always to the provisions of Section 8.4 and 8.5 and the provisions of this Section 8.3, Purchaser agrees to pay and to shall defend, indemnify and hold harmless and defend Crompton, the Vendors Sellers and their Affiliates and their respective officers, directors, agents and employees (individually, a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against: One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by Purchaser in or pursuant to this Agreement in Sections 4.2(a), (b), (c)(i), or (e) (to the extent that the representation in 4.2(e) relates to the Purchaser); Fifty (50%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by Purchaser in or pursuant to this Agreement in Sections 4.2(c)(ii), (d) or (e) (to the extent that the representation in 4.2(e) relates to the Company); One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of any covenant, agreement or obligation made or to be performed by Purchaser or its Affiliates under or pursuant to this Agreement provided that Purchaser shall first have notice of and an opportunity to cure within that thirty (30) days of such notice breaches relating to post-Closing covenants, agreements or obligations that are not willful, intentional or reckless; One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, to the extent such Losses are a result of or in connection with activities of the Company or the Business after the Closing Date, including without limitation, any alleged breach or breach of contracts of the Company and its Affiliates on or after the Closing (but not contracts of the Company with Crompton and its Affiliates), or any Acquired Subsidiary Losses related to the employment of employees of the Company or the hiring of consultants by the Company or Purchaser, including employee benefit plans used to provide benefits to such employees or consultants, or Losses arising from any Proceeding arising from events or occurrences on or after the Closing)Closing Date, and their respective successors and assigns from and against provided however, that the Seller Indemnitee shall have the burden of proving the extent to which any such Losses are the result of occurrences after the Closing Date; One hundred (100%) percent of any and all Damages Losses suffered by either Vendor which are caused by a Seller Indemnitee, to the extent that such Losses result from (A) Taxes (including all information returns) assessed against the Company or its Affiliates due in respect of any period beginning on or after the Closing Date, or (B) taxes, fees, fines or penalties related to, arising out of or resulting from the failure to qualify to do business in any jurisdiction or lack of good standing in any jurisdiction due in respect of any period beginning on or after the Closing Date, or relating to a failure by the Company to amend its qualifications in jurisdictions where it is qualified to do business as a foreign corporation to reflect the fact that GT Seed Treatment is no longer a member of the Company following the Closing Date; one-half (50%) of any and all Losses suffered by a Seller Indemnitee as a result of or in connection with the operation of the Business prior to the Closing Date (other than to the extent such liability is set forth or reserved for in the Financial Statements), including without limitation, one-half (50%) of: : any Losses arising from any Proceeding arising from events or occurrences prior to the Closing Date; any Losses arising from an alleged failure or a failure of the Company or its Affiliates to comply with Laws (aother than Environmental Laws) prior to the Closing Date; any Losses arising prior to the Closing Date related to the employment of employees of the Company or the hiring of consultants by the Company, including employee benefit plans used to provide benefits to such employees or consultants; any alleged breach or breach of contracts of the Company and its Affiliates prior to the Closing; and any Losses arising from any liability arising from events or occurrences prior to, or relating to the periods prior to the Closing Date to the extent such liability is not reflected or reserved in the Financial Statements, including without limitation the litigation claims set forth on Schedule 4.1(g) and Schedule 4.2(c). one-half (50%) of any Taxes assessed against the Company or its Affiliates due in respect of any period beginning on or after November 20, 1998 through the Closing Date; and One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any failure to pay the Deferred Dividend, the Initial Purchase Price or, if the Kureha Consent is delivered to Purchaser in accordance with Section 2.3, the Deferred Purchase Price. Notwithstanding Section 8.3(a), Purchaser shall not be required to indemnify the Seller Indemnitees unless such right to indemnification is asserted by Sellers or Crompton (whether or not such Losses have actually been incurred) by written notice to the Purchaser describing with reasonable specificity the facts giving rise to the asserted right within the following time periods: with respect to any matter covered by Section 8.3(a)(iv), and any fraud or intentional misrepresentation made by the Purchaser, there shall be no limitation on the time for making a Claim; with respect to any matter covered by Section 8.3(a)(iii), other than those specified in Section 8.3(b)(i) above, Tax matters or matters relating to employees or employee benefits which are dealt with in Section 8.3(b)(iii), or Environmental Liability (which is dealt with exclusively in Sections 8.4 and 8.5), on or before the later of (x) the Allied Guarantees date which is five (5) years after the Closing Date or (y) two (2) years following the breach, but in no event later than seven (7) years following Closing; with respect to Tax matters covered under Section 8.3(a)(v) or (a)(vii), or matters relating to employees or employee benefits covered under Section 8.3(a)(vi) on or before the expiration of the applicable statute of limitations for the Claim, or if the Claim is a violation of Law, the statute of limitation for the underlying Laws which form the basis of the Claim; and with respect to all other matters covered by Section 8.3(a) (other than those specified in Section 8.3(b)(i) and (b)(ii) above, Tax matters or matters relating to employees or employee benefits, which are listed dealt with in Section 8.3(b)(iii), and Environmental Liability, which is dealt with exclusively in Sections 8.4 and 8.5), on or before the date which is two (2) years after the Closing Date. Subject to the terms of Section 8.3(d) and (e) and Section 8.5, Purchaser (i) shall not be required to indemnify the Seller Indemnitees pursuant to Section 8.3(a) with respect to any individual Losses of less than the De Minimis Amount or with respect to the Threshold Amount of such Losses (calculated on a cumulative basis under both this Agreement and the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement and not taking into account all individual Losses of less than the De Minimis Amount), and (ii) shall indemnify the Seller Indemnitees pursuant to Section 8.3(a) for such Losses to the extent in excess of the Threshold Amount. Except as provided by Section 8.3(d), 8.3(e) and comparable provisions of the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement so identified in the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement, Purchaser's aggregate indemnification obligations for Losses under both this Agreement and the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement shall in no event exceed the General Indemnification Cap. Notwithstanding Section 4.19 8.3(c), the General Indemnification Cap shall not apply to Losses (i) under Section 8.3(a)(vi) and 8.3(a)(vii) with respect to Tax matters and with respect to any matter relating to employees or employee benefits or (ii) to Losses under Section 8.5 with respect to Environmental Liability (collectively, the "Seller Excepted Liabilities"). Purchaser's aggregate indemnification obligations with respect to the Losses with respect to such Seller Excepted Liabilities (other than indemnification obligations under Section 8.5(a), 8.5(b)(ii), 8.5(c)(ii), 8.5(d) and 8.5(e) which are subject to no indemnification cap or limitation) under this Agreement and Losses specified as the Canadian Seller Excepted Liabilities (other than indemnification obligations with respect to any Environmental Liability that is not subject to any indemnification cap or limitation in the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement) under the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement (to the extent in excess of any Threshold Amount of Losses calculated simultaneously under this Agreement and the Vendor Disclosure Schedule; ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement and exclusive of any individual Losses of less than the De Minimis Amounts), shall not exceed the Aggregate Indemnification Cap. Except as provided herein, Purchaser's aggregate indemnification obligations including those with respect to Losses subject to the General Indemnification Cap and the Aggregate Indemnification Cap under this Agreement and under the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement shall in no event exceed the Aggregate Indemnification Cap, and any monies paid by Purchaser on account of indemnification obligations for Environmental Matters under Section 8.5 (bother than indemnification obligations under Section 8.5(a), 8.5(b)(ii), 8.5(c)(ii) and 8.5(d) which are subject to no indemnification cap or limitation) and under indemnification obligations under the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement (other than those that are not subject to any indemnification cap or limitation in the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement) shall be included in the calculations for purposes of determining whether the Aggregate Indemnification Cap has been reached. Notwithstanding Section 8.3(c) or Section 8.3(d), the De Minimis Amount, the Threshold Amount, the General Indemnification Cap or the Aggregate Indemnification Cap shall not apply to Losses with respect to (i) any fraudulent or intentional misrepresentation, or any breach or default in the performance by the Purchaser of any a covenant or agreement of the Purchaser contained in this Agreement made or any Ancillary Agreement to which the Purchaser is a party; and be performed by Purchaser, (cii) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser underLosses under Section 8.3(a)(viii), or concerning (iii) Losses under Section 8.3(a)(iv) (to the representations and warranties in Article V of this Agreement; provided, however, extent that the amount Seller Indemnitee has met its burden of any Damages in respect of which proof that such Losses resulted from post-Closing occurrences) or Section 8.3(a)(v). Notwithstanding anything to the contrary herein, Purchaser shall be required to indemnify the Vendors Seller Indemnitees with respect to any Loss under clause Section 8.3(a)(ii), Section 8.3(a)(vi) or Section 8.3(a)(vii), only to the extent that (bi) a claim for such Loss has been asserted directly against, and paid by, the Seller Indemnitees, and (ii) the Seller Indemnitees collectively have incurred or paid the entire amount of such Losses. In the event that the Seller Indemnitees have collectively incurred or paid more than one-half (50%) of this Section 14.2 the total amount of such a Loss but less than the entire amount of such Loss, Purchaser shall only indemnify the Seller Indemnitees for any amount in excess of one-half (but not under clauses (a) and (c50%) of this Section 14.2) shall be limited to the total amount by which of the aggregate of all such Damages exceeds $10,000,000Loss. For purposes of this Section 14.28.3, the representations and warranties amounts paid or payable by a Seller Indemnitee to indemnify a Purchaser Indemnitee shall not be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation amounts that a statement is true and correct in all material respects shall be read qualify as a representation that the statement is true and correct; (ii) any representation that Loss suffered by a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretySeller Indemnitee.

Indemnification by Purchaser. (a) The Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless the Seller and defend the Vendors its officers, directors, employees, agents and their its Affiliates (but not any Acquired Subsidiary after the Closing)each, a “Seller Indemnitee”) harmless from, and their respective successors and assigns from and against will reimburse such Seller Indemnitee for, any and all Damages suffered Losses incurred by either Vendor which are caused by or arising such Seller Indemnitee to the extent that such Losses arise out of or in respect ofresult from: (ai) Any breach of a representation or warranty by Purchaser made in this Agreement; (ii) Any breach of any covenant, agreement or obligation of Purchaser contained in this Agreement; and (iii) Any Claim that is brought against Seller after the Allied Guarantees relevant Transfer Date that relates to the Mortgage Loans and the Servicing Rights with respect to which are listed the Transfer Date has occurred, except (i) to the extent Seller is liable therefor under this Agreement, the MSR Purchase Agreement, the Sale Supplements, the Subservicing Agreement or any other agreement between the Seller and identified in Section 4.19 the Purchaser or any Affiliate or (ii) to the extent such Claim results from or arises out of any matter related to the Vendor Disclosure Schedule;period prior to the Transfer Date. (b) Notwithstanding anything in this Agreement to the contrary, for purposes of establishing whether any breach or default in matter is indemnifiable under Section 9.02(a), the performance by accuracy of the Purchaser of any covenant or agreement representations and warranties of the Purchaser contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Purchaser’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this Agreement regarding the Purchaser’s knowledge, or any Ancillary Agreement to which the Purchaser is materiality or to exceptions noted in a party; and (c) any breach of representation or warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or disclosed in any certificate delivered by or on behalf of the Purchaser underschedule, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to fully indemnify the Vendors under clause (b) Seller for all Losses arising in whole or in part from the breach of this Section 14.2 (but not under clauses (a) and such representation or warranty. (c) In addition, and notwithstanding anything in this Agreement to the contrary, but subject to the limitations of applicable law, the indemnification obligations of the Purchaser under this Section 14.2) Agreement shall not be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act time. (including all references to "Material Adverse Effects" and "in all material respects"d) were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and pay to Seller Indemnitee any non-disputed Losses within thirty (iii30) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge days of the Purchaser" were deleted in their entiretySeller’s receipt of an invoice therefor, together with reasonable supporting documentation. Section 9.03 [***].

Indemnification by Purchaser. The (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser agrees to pay and to indemnify shall indemnify, defend and hold the Seller Indemnified Parties harmless and defend the Vendors and their Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all Damages suffered by either Vendor which are caused by Losses directly or indirectly based upon, arising out of of, resulting from or in respect ofrelating to: (ai) any breach of any representation or warranty of Purchaser contained in this Agreement; (ii) any breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the Allied Guarantees which are listed and identified in Section 4.19 Assumed Liabilities; and (iv) the operation of the Vendor Disclosure Schedule;Business and the Assets on and after the Closing Date (other than Retained Liabilities). (b) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser Notwithstanding anything contained in this Agreement Section 10.3(a) to the contrary, Purchaser's obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 10.3(a) unless written notice of such claim or any Ancillary Agreement action is received by Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the Purchaser representation or warranty on which such claim or action is a party; andbased ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (cii) any breach For purposes of warranty or inaccurate or erroneous representation made by computing the aggregate amount of claims against Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser each claim by a Seller Indemnified Party shall be required deemed to indemnify the Vendors under clause (b) of this be an amount equal to, and any payments by Purchaser pursuant to Section 14.2 (but not under clauses (a) and (c) of this Section 14.210.3(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom, (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Seller Indemnified Party or any Affiliate therefor with respect to the amount Losses or items giving rise to such claim for indemnification, and (B) adding thereto any Tax cost realized by which a Seller Indemnified Party or any Affiliate thereof with respect to any payments to be made pursuant to Section 10.3(a) (as determined after the aggregate application of all such Damages exceeds $10,000,000Section 10.3(b)(ii)(A)(1)). For purposes of this Section 14.210.3(b)(ii), "Tax benefits" shall mean the representations present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Seller Indemnified Party or any Affiliate thereof, and warranties "Tax cost" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future income, gain, loss of deduction, or decrease in asset basis realized by a Seller Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be read determined by assuming (1) the Seller Indemnified Party or any Affiliate thereof, as if references therein the case may be, is, and will continue to be, in the materiality maximum United States federal income tax bracket after any deduction reportable with respect to the Purchaser of any conditiona payment hereunder, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii2) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read effective state and local income tax rate, or, as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2the case may be, the covenants, representations and warranties shall be read as if references therein to the "knowledge corporation tax rate of the Purchaser" were deleted in their entiretySeller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such information is available.

Indemnification by Purchaser. The Purchaser agrees to pay Purchaser, Telemundo Licensee ----------------------------- and to Parent, jointly and severally, shall indemnify Harriscope and its Affiliates and each of their respective officers, directors, employees and agents (collectively, the "Seller Parties") against and hold them harmless and defend the Vendors and their Affiliates (but not from any Acquired Subsidiary after the Closing), and their respective successors and assigns from and against any and all -------------- Damages suffered or incurred by either Vendor which are caused by any such Seller Party arising from, relating to or arising out of or otherwise in respect of: of (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; all Assumed Liabilities; (b) any breach of, or default in the performance by the Purchaser inaccuracy in, any representation or warranty of any covenant Purchaser, Telemundo Licensee or agreement of the Purchaser Parent contained in this Agreement or any Ancillary Agreement certificate, instrument or other document delivered pursuant hereto or in connection herewith (it being agreed and acknowledged by the parties that for the sole purpose of Harriscope's right to which indemnification pursuant to this Section 9.2, the Purchaser is representations and ----------- warranties of Purchaser, Telemundo Licensee and Parent contained herein shall not be deemed qualified by any references herein to materiality generally or to whether or not any such breach or inaccuracy results or may result in a partyMaterial Adverse Effect); and (c) any breach of warranty or inaccurate or erroneous representation made by the any covenant of Purchaser contained in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (cd) of this Section 14.2) shall be limited (i)any pollution or threat to human health or the environment that is related in any way to the amount by which management, use, control, or operation of the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2Leased Property, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" on-site and "in all material respects") were deleted off-site activities related thereto involving Materials of Environmental Concern, and that occurs, exists, arises out of conditions or circumstances that occur or exist, or is caused, at any time after the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correctClosing Date; (ii) any representation that a condition exists except to Environmental Claim asserted against any Seller Party for any actual or alleged violation of Environmental Laws arising from the extent that its failure to exist would not have a Material Adverse Effect on management, use, control, or operation of the Purchaser shall be read as a representation that such condition exists; Leased Real Property occurring after the Closing Date and (iii) any representation that no incidents Environmental Claim against any Person for whom any Purchaser Party assumes or retains, or have assumed or retained, liability, whether contractually or by operation of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretylaw.

Indemnification by Purchaser. The (a) Subject to the provisions of this Article IX, and except with respect to indemnification for Taxes (other than Section 3.15 Taxes), which shall be governed exclusively by Article VI, effective as of and after the Closing, Purchaser agrees to pay and to indemnify shall indemnify, defend and hold harmless (or, as applicable, shall cause the relevant acquiring Purchaser Affiliate to indemnify, defend and defend the Vendors hold harmless) Seller and their its Affiliates (but not any Acquired Subsidiary after collectively, the Closing“Seller Indemnified Parties”), and their respective successors and assigns from and against any and all Damages Covered Losses incurred or suffered by either Vendor which are caused by or any of the Seller Indemnified Parties to the extent arising out of or in respect of: resulting from (ai) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (b) any breach or default in the performance by the Purchaser failure of any covenant representation or agreement warranty of the Purchaser contained in this Agreement Article IV, or any Ancillary Agreement to which the Purchaser is a party; and (c) any breach of warranty or inaccurate or erroneous representation made by the Purchaser in Article V of this Agreement or contained in any certificate delivered by or on behalf of Purchaser pursuant to this Agreement, to be true and correct as of the Purchaser under, Closing Date (or concerning the with respect to representations and warranties in Article V that are made as of this Agreementa specific date, the failure of such representations and warranties to be true and correct as of such date); provided, however, that the amount of any Damages in respect of which the Purchaser shall be required to indemnify the Vendors under clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) shall be limited to the amount by which the aggregate of all such Damages exceeds $10,000,000. For for purposes of this Section 14.2Article IX, the all such representations and warranties shall be read as if references therein without giving effect to the materiality to the any “material” or “Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. ThusEffect” qualifier, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and corrector other similar qualifier therein; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the breach of any covenant or agreement of Purchaser shall be read as a representation that such condition existscontained in this Agreement; and (iii) any representation that no incidents Assumed Liability. (b) Notwithstanding any other provision to the contrary: (i) Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to any claim under Section 9.3(a)(i) (A) other than with respect to Purchaser’s Fundamental Representations and Section 4.6 (Brokers), unless such claim, or series of a specific nature have occurred that would have a Material Adverse Effect on related claims, involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Covered Losses under this Section 9.3(b)(i); and (B) until the aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than with respect to Purchaser’s Fundamental Representations and Section 4.6 (Brokers) exceeds the Deductible, after which Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this obligated for all the Seller Indemnified Parties’ Covered Losses under Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge 9.3(a)(i) in excess of the Purchaser" were deleted Deductible, subject to Section 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) the cumulative indemnification obligation of Purchaser under Section 9.3(a)(i) shall in their entiretyno event exceed the Cap.

Indemnification by Purchaser. The Subject to the other provisions of this Article VIII, from and after the Closing, Purchaser agrees to pay and to shall indemnify Seller and hold harmless and defend the Vendors and their its Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors Representatives, managers, officers and assigns from directors (the “Seller Indemnitees”) and save and hold each of them harmless against any and all Damages suffered Losses suffered, incurred or paid, directly or indirectly, by either Vendor which are caused by or them as a result of, arising out of of, or in respect of: related to: (a) except for the Allied Guarantees which are listed Purchaser Fundamental Representations, any failure of any representation or warranty made by Purchaser in this Agreement or in any Exhibit, Schedule or certificate delivered pursuant to this Agreement to be true and identified correct in Section 4.19 all respects (without giving effect to any “material”, “materially”, “materiality”, “material adverse effect”, “material adverse change” or similar qualifiers contained in any of such representation and warranty) on and as of the Vendor Disclosure Schedule; date of this Agreement; (b) any breach or default in the performance by the Purchaser failure of any covenant Purchaser Fundamental Representation to be true and correct in all respects (without giving effect to any “material”, “materially”, “materiality”, “material adverse effect”, “material adverse change” or agreement similar qualifiers contained in any of such representation and warranty) on and as of the Purchaser contained in date of this Agreement or any Ancillary Agreement to which the Purchaser is a partyAgreement; and (c) any breach of warranty any covenant or inaccurate or erroneous representation made agreement by the Purchaser contained in Article V of this Agreement or in any certificate delivered by or on behalf of the Purchaser under, or concerning the representations and warranties in Article V of this Agreement; providedand (d) any Assumed Liability. For the avoidance of doubt, however, that the amount of any Damages in respect of which the Purchaser shall be required Purchaser’s obligations to indemnify the Vendors under and hold harmless Seller Indemnitees pursuant to clause (b) of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) the immediately preceding sentence shall be limited to not terminate until the amount by which the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2, the representations and warranties shall be read as if references therein to the materiality to the Purchaser of any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge full performance of the Purchaser" were deleted relevant covenants in accordance with their entirety.terms. 

Indemnification by Purchaser. The (a) Purchaser hereby agrees to pay indemnify Seller and to indemnify and hold harmless and defend the Vendors and their its Affiliates (but not any Acquired Subsidiary after the Closing), and their respective successors officers, general partners, limited partners, directors, officers and assigns employees (the "Seller Indemnified Parties") against, and agrees to hold them harmless from, any Loss to the extent such Loss arises from and against any and all Damages suffered by either Vendor which are caused by or arising out of or in respect ofconnection with: (a) the Allied Guarantees which are listed and identified in Section 4.19 of the Vendor Disclosure Schedule; (bi) any breach or default in the performance by the Purchaser of any covenant representation or agreement of the Purchaser warranty contained in this Agreement or any Ancillary Agreement to which the Purchaser is a party; andother agreement or document delivered in connection herewith; (cii) any breach by Purchaser of warranty or inaccurate or erroneous representation any covenant contained in this Agreement; (iii) any and all claims made by the Purchaser in Article V of this Agreement or in any certificate delivered by or on behalf third parties arising out of the operation of the Business by Purchaser underafter the Closing Date; or (iv) any Assumed Liability. Notwithstanding the foregoing, or concerning the representations indemnifications in favor of the Seller Indemnified Parties contained in this Section 11.2 shall be effective only as follows: (x) there shall be no indemnification in respect of any Losses in an amount less than $50,000 in the aggregate; and warranties (y) there shall be no indemnification in Article V respect of any Losses of which notice has not been given to Purchaser that indemnification is sought pursuant to this AgreementSection 11.2 during the Twelve-Month Period; provided, however, that the amount of foregoing limitations on Purchaser's indemnification obligations pursuant to this Section 11.2 shall not apply to any Damages in respect of which indemnification by Purchaser for any Losses asserted against, imposed upon or incurred by the Purchaser shall be required to indemnify the Vendors under clause Seller Indemnified Parties resulting from any Assumed Liability. (b) Seller acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Section 14.2 (but not under clauses (a) and (c) of this Section 14.2) Agreement shall be limited pursuant to the amount by which indemnification provisions set forth in this Article XI. In furtherance of the aggregate of all such Damages exceeds $10,000,000. For purposes of this Section 14.2foregoing, the representations and warranties shall be read as if references therein Seller hereby waives, to the materiality to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Purchaser of arising under or based upon any condition, fact, statement, event or act (including all references to "Material Adverse Effects" and "in all material respects") were deleted and the effect of any such references were deleted altogether. Thus, for example: (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct; (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on the Purchaser shall be read as a representation that such condition exists; and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on the Purchaser shall be read as a representation that no incidents of such nature have occurred. For purposes of this Section 14.2, the covenants, representations and warranties shall be read as if references therein to the "knowledge of the Purchaser" were deleted in their entiretyGovernmental Rule.