Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

Indemnification by the Sellers. Each The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of the Sellerssuch securities, severally and jointly, shall indemnify, defend to indemnify and hold harmless, without duplication, harmless (in the Purchasers, each of same manner and to the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to same extent as set forth in subdivision (a) any failure by of this Section 2.6) each underwriter, each person who controls such underwriter within the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers meaning of the terms hereofSecurities Act, (b) the exercise by Company, each director of the Sellers Company, each officer of any rightthe Company and each other person, power or discretion in relation to a Serviced Appointmentif any, including (i) who controls the Company within the meaning of the Securities Act, with respect to any Retained Duties (except statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent the Sellers were acting that any such loss, claim, damage, liability (or action or proceeding in accordance with the instructions respect thereof) or expense arises out of such person's failure to send or give a copy of the Purchasers in performing final prospectus, as the Retained Duties same may be then supplemented or were acting as backup advancing agent pursuant amended, to clause (c) the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the definition sale of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant Registrable Securities to such Retained Duty) person if such statement or (ii) with respect to omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any Excluded Appointmentinvestigation made by or on behalf of any underwriter, the matters for which Seller Company or any such director, officer or controlling person and its Affiliates are responsible pursuant to shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 3.9 and (c2.6(b) any action taken or omitted to be taken by greater in amount than the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction dollar amount of the Sellers pursuant proceeds received by such holder upon the sale of the Registrable Securities giving rise to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionindemnification obligation.

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article VII, from and after the SellersClosing, the Sellers and their respective successors and assigns (the “Indemnifying Parties”) will jointly and severally and jointly, shall indemnify, defend and hold harmless, without duplicationharmless the Purchaser, the Purchasers, each of the Purchasers’ Parent and their Affiliates and each of their respective officers, directors, managers, employees, agents successors and representatives permitted assigns (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), ) from and against any and all Losses that such Purchaser losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party may at any time suffer to the extent arising in whole or incur, or become subject to, that, directly or indirectly, arise in part out of or relate to resulting directly or indirectly from (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, whether or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to not involving a Serviced Appointment, including Third Party Claim): (i) with respect the breach of any representation or warranty made by the Company or any Seller set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (ii) the breach of any Retained Duties covenant or agreement on the part of any Seller or the Company set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (except iii) any Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to conversion of any such Retained Duty) securities; or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (civ) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionFraud Claims.

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article VII, from and after the SellersClosing, the Sellers and their respective successors and assigns (the “Indemnifying Parties”) will jointly and severally and jointly, shall indemnify, defend and hold harmless, without duplication, harmless the Purchasers, each of the Purchasers’ Purchaser and its Affiliates and each of their respective officers, directors, managers, employees, agents successors and representatives permitted assigns (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), ) from and against any and all Losses that such Purchaser losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party may at any time suffer to the extent arising in whole or incur, or become subject to, that, directly or indirectly, arise in part out of or relate to resulting directly or indirectly from (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, whether or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to not involving a Serviced Appointment, including Third Party Claim): (i) with respect the breach of any representation or warranty made by the Company or any Seller set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (ii) the breach of any Retained Duties covenant or agreement on the part of any Seller or the Company set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (except iii) any Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to conversion of any such Retained Duty) securities; or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (civ) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionFraud Claims.

Indemnification by the Sellers. Each (a) From and after the Closing Date, each of the Sellers, severally jointly and jointlyseverally, shall indemnify, defend and hold harmlessharmless theglobe, without duplicationMerger Sub, the PurchasersSurviving Corporation, each of the Purchasers’ Affiliates Subsidiary and each of their respective Affiliates, officers, directors, employees, agents members, agents, successors, transferees and representatives assigns (collectively, the “Purchaser "theglobe Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), Group") from and against all Losses that such Purchaser incurred or suffered by any member of theglobe Indemnified Party may at any time suffer Group based upon, resulting from or incur, or become subject to, that, directly or indirectly, arise arising out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) the breach of any representation or warranty of any of the Sellers or the Company contained in this Agreement or any of the Ancillary Documents, (ii) the breach of any covenant or agreement of any of the Sellers (provided, however, that in no event will any Seller be liable for any breach of the covenants contained in Section 5.8 of this Agreement by any other Seller) or the Company (but with respect to the Company only for breaches of covenants and agreements to be performed prior to or at the Effective Time) contained in this Agreement or any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause Ancillary Documents, (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (ciii) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (Indebtedness, other than pursuant to Section 3.4.6the Conveyance Agreement and any portion of the Non-Permitted Indebtedness Amount (including Indebtedness pursuant to the Demand Notes) for which the Aggregate Consideration was reduced, incurred prior to or at the Effective Time which remains outstanding at the Effective Time (the Losses to include the dollar amount of any such Indebtedness), including (iv) the exercise of dissenters' rights by holders of Dissenting Shares (the Losses to include the entire amount of any Specified Action taken (or omitted payments required to be taken) made by the Purchasers at Company in respect of dissenters' rights), (v) any inaccuracies in the direction Closing Certificate, (vi) any claims relating to shares of Company Common Stock issued, and warrants, options or other equity awards granted, by the Company, and (vii) any claims relating to or involving the treatment of any Options granted prior to the Closing Date as "incentive stock options" within the meaning of Section 422 of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionCode.

Indemnification by the Sellers. Each of From and after the Closing, the Sellers, severally (and jointlynot jointly and severally), shall will indemnify, defend and hold harmlessharmless the Purchaser Indemnitees from, without duplicationand pay and reimburse the Purchaser Indemnitees for, all Losses incurred or sustained by, or imposed on, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, thatIndemnitees, directly or indirectly, arise out of relating to or relate to arising from: (a) any failure breach of any representation or warranty made by such Seller in ARTICLE III or by the Sellers to perform their obligations under this Agreement Company in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, ARTICLE IV; (b) any breach of or failure to perform any covenant or agreement of such Seller in this Agreement; (c) any Indebtedness of the exercise by Company or the Sellers of any rightSubsidiaries or Transaction Expenses, power in each case, outstanding and not fully paid on or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except prior to the extent Closing Date or not included in the Sellers were acting in accordance with the instructions calculation of the Purchasers in performing the Retained Duties Purchase Price (as finally determined) (other than Indebtedness or were acting as backup advancing agent Transaction Expenses for Taxes, which shall be indemnifiable pursuant to clause (cd)); (d) any Pre-Closing Taxes; (e) any claim by any Seller or any Person claiming through or on behalf of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses Seller arising out of or relate relating to any act or omission by the Purchaser or any other Person in reliance upon instructions from or notices given by the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained DutyRepresentative; and (f) or (ii) with respect to any Excluded Appointmentclaim arising from matters set forth in Schedule 8.1(f). Notwithstanding the foregoing, the matters for which Seller and its Affiliates are responsible Sellers’ Liability pursuant to Section 3.9 and (c8.1(a) for breaches of any action taken representation or omitted to be taken warranty by the applicable Purchaser pursuant Company in ARTICLE IV will be joint and several up to the amount of and only in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction respect of the Sellers pursuant to Section 3.9, funds held in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionIndemnity Escrow Account.

Indemnification by the Sellers. Each of Subject to the Sellerslimitations set forth in Section 8.4 below, each Seller hereby agree severally and jointly, shall indemnify, defend not jointly to indemnify Buyer and hold harmless, without duplication, the Purchasers, each of Company (only with respect to any period after the Purchasers’ Affiliates Closing) and each of their respective officers, managers, directors, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Buyer Indemnified Parties”)) against, from and against agrees to hold each of them harmless from, any and all Losses that such Purchaser Indemnified Party may at any time suffer or incurresulting from, or become subject to, that, directly or indirectly, arise arising out of or relate to in connection with any of the following: (a) any failure breach of any representation or warranty made by the Sellers a Seller contained in or made pursuant to perform their obligations under Article II or Article III of this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereofAgreement, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out breach of or relate failure by a Seller to perform any Losses arising out covenant or obligation of Sellers contained in this Agreement or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded AppointmentTransaction Documents, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to the enforcement of this indemnification obligation. All payments under this Section 8.3 shall be taken treated by the applicable Purchaser pursuant Parties as an adjustment to and in accordance with a written direction given the proceeds received by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9Article I, in each case of this clause (c) except to the extent permitted by applicable law. With respect to any liability for Losses pursuant to Article III and Section 5.1, and subject to the applicable Purchaser was negligent limitations set forth in taking or omitting this Article VIII, each Seller shall be obligated to take indemnify the Buyer Indemnified Parties for the portion of such actionindemnifiable Losses that are allocable to such Seller according to a percentage, which shall be an amount equal to (i) 100, multiplied by (ii) a fraction, the numerator of which is the amount of Purchase Price received by such Seller, and the denominator of which is the aggregate amount of Purchase Price received by all Sellers.

Indemnification by the Sellers. Each of the Sellers, The Sellers agree to severally and jointly, shall indemnify, defend not jointly indemnify and hold harmless, without duplication, harmless the Purchasers, each of the Purchasers’ Purchasers and their respective Affiliates and each any or all of their respective partners, directors, officers, managers, employees, members, agents and representatives controlling persons (collectivelyeach, the a “Purchaser Indemnified Parties,” Party”) harmless from and together against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any representation or warranty made by such Seller in any of the Transaction Documents or in any certificate delivered by such Seller to the Purchasers in writing pursuant to this Agreement, (b) [RESERVED], (c) breach of or default under any covenant or agreement of such Seller in any of the Transaction Documents, (d) any Excluded Liabilities and Obligations or (e) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by such Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) for any matter in respect of which any Seller Indemnified PartiesParty would be entitled to indemnification under Section 6.2, (ii) that results from the “bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Parties”)Party or the material breach by Purchaser of this Agreement, or (iii) to the extent resulting from and against all Losses that acts or omissions of such Seller based upon the written instructions from any Purchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by such Seller to such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionupon demand.

Indemnification by the Sellers. Each of the Sellers, severally and jointly, The Sellers shall indemnify, defend and hold harmlessharmless the Buyers and their Representatives from and against any and all Damages, without duplicationwhether or not involving a third-party claim, the Purchasers, each of the Purchasersincluding reasonable attorneys’ Affiliates and each of their respective officers, employees, agents and representatives fees (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesBuyer Damages”), arising out of, relating to or resulting from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under Breach of a representation or warranty of any Seller contained in this Agreement or in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, Transaction Agreement; (b) the exercise by any Breach of a covenant of any Seller contained in this Agreement or in any other Transaction Agreement; provided that the Sellers shall not be liable for indemnification against any Buyer Damage for Breach of any righta representation or warranty (y) unless such damage exceeds an aggregate amount of USD25,000 (the “Sellers’ Basket”) in which case Buyers shall be entitled to recover all Buyers’ Damages including the amount equal to the Sellers’ Basket; or (z) if such damage exceeds 100% of the Purchase Price (the “Sellers’ Cap”) and for such amount in excess thereof only; provided further, power or discretion in relation to a Serviced Appointment, including (i) that neither the Sellers’ Basket nor the Sellers’ Cap shall apply with respect to any Retained Duties (except indemnification obligation of Sellers arising out of, relating to the extent the Sellers were acting or resulting from any Breach of a representation or warranty in accordance Section 2.3, 2.8, 2.12 or 2.20 or in connection with the instructions of Holdback Amount or the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”Escrow Funds; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken Liabilities, including the Reserved Liabilities, which are secured by the applicable Purchaser pursuant to and in accordance with a written direction given by Holdback Amount or the Escrow Funds; or (d) any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to matters disclosed in Section 3.9, in each case 2.6 of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionDisclosure Schedule.

Indemnification by the Sellers. Each of (a) Subject to the Sellerslimitations set forth herein, severally and jointly, shall indemnify, defend and hold harmless, without duplication, after the PurchasersClosing, each of the Purchasers’ Sellers shall severally, but not jointly, compensate, reimburse, indemnify, hold harmless and defend the Buyer against, and shall hold the Buyer, its Representatives and its Affiliates and (including the Hostess Companies), each of their respective officersRelated Parties, employeesand each of the heirs, agents executors, successors and representatives assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties,” Buyer Indemnitees”) harmless from, any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, Tax or cost or expense (including reasonable legal, accounting and together with the Seller Indemnified Partiesother costs and expenses of professionals) (collectively, the “Indemnified PartiesLosses”)) resulting from, from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incurarising out of, or become subject incurred by such Buyer Indemnitee in connection with, or otherwise with respect to, that, directly or indirectly, arise out of or relate to : (ai) any failure of any representation or warranty of such Seller contained in Article III to be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except that any such representations or warranties which by their express terms are made solely as of a specified earlier date shall be true and correct only as of such specified earlier date; (ii) any failure of any representation or warranty of the Sellers contained in Article IV to be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except that any such representations or warranties which by their express terms are made solely as of a specified earlier date shall be true and correct only as of such specified earlier date; (iii) any breach of the covenants or agreements of such Seller contained in this Agreement, (iv) any breach of the covenants or agreements of the Hostess Entities in respect of covenants and agreements contained in this Agreement that are required to be performed prior to or contemporaneously with the Closing, (v) any Hostess Transaction Costs or LTIP Payment Amounts that remain unpaid as of Closing and for which any Hostess Entity remains liable (in each case, to the extent not included in determining the Closing Working Capital Adjustment Amount or as part of the Final Hostess Transaction Costs or the Final LTIP Payment Amount, respectively, in accordance with Section 2.5), (vi) (A) any Taxes (or the non-payment thereof) of the Hostess Entities for any Pre-Closing Tax Period, (B) any Taxes imposed on any of the Hostess Entities for Taxes of any Person by reason of being a transferee or successor to such Person prior to the Closing Date, pursuant to Treas. Reg. Section 1.1502-6 (or comparable provision under any other applicable Law) by reason of being affiliated with such Person prior to the Closing or any Contract entered into by any of the Hostess Entities prior to the Closing or (C) the failure of any representations and warranties with respect to Taxes to be true and correct in all respects or the breach or non-performance of any covenant or agreement with respect to Taxes by any of the Hostess Entities prior to the Closing, or by the Sellers or the Sellers’ Representative, in each case to perform their obligations under this Agreement the extent not taken into account in determining the Closing Working Capital Adjustment Amount in accordance with Section 2.5 or paid pursuant to Section 6.14), (vii) any inaccuracy in the terms hereofAllocation Schedule and (viii) the matter referred to in Schedule E hereto (the “Specified Matter”); provided, or that any other breach or violation indemnification obligations of the Sellers pursuant to this Section 9.2(a)(ii), (iv), (v), (vi), (vii), and (viii) shall be satisfied by the Sellers of the terms hereofin accordance with their respective Pro-Rata Shares; provided, further, that (bA) the exercise by the Sellers AP Hostess LP shall pay 100% of any right, power or discretion in relation to a Serviced Appointment, including (iindemnification obligations arising under Section 9.2(a)(vi) with respect to Taxes imposed on AP Hostess Holdings, (B) only the Seller(s) that benefit from any Retained Duties (except inaccuracy in the Allocation Schedule shall be responsible for any indemnification obligations arising under Section 9.2(a)(vii), and in such case, shall be responsible for such indemnification obligations in proportion to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant benefit accruing to such Retained DutySeller(s) or and (iiC) the Buyer shall have no right to bring a claim for indemnification arising with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (Specified Matter other than pursuant to Section 3.4.69.2(a)(viii), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

Indemnification by the Sellers. Each member of the SellersSeller Group agrees to, jointly and severally and jointlyto the fullest extent permitted by Applicable Law, shall indemnify, defend indemnify and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Purchaser and its Affiliates and each any and all of their respective partners, directors, managers, members, officers, employees, agents and representatives controlling persons (collectivelyeach, the a “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesParty”), ) harmless from and against against, and to pay to each Purchaser Indemnified Party the amount of, any and all Losses that incurred or suffered by such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise arising out of or relate to (a) any failure breach of any representation, warranty or certification made by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers member of the terms hereofSeller Group in any of the Transaction Documents or certificates given by any member of the Seller Group to the Purchaser in writing pursuant hereto and thereto, (b) any breach of or default under any covenant or agreement by any member of the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except Seller Group to the extent Purchaser under any Transaction Document or under the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause License Agreement, (c) any claim by or conflict with any Person in connection with, relating to or arising out of any of the definition Restricted *** Confidential Treatment Requested *** Agreements or any of “Retained Duty”the transactions contemplated thereunder, (d) any Excluded Liabilities and Obligations and (e) any fees, expenses, costs, liabilities or other amounts incurred or owed by any member of the Seller Group to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided provided, however, that Sellers the foregoing shall indemnify the exclude any indemnification to any Purchaser Indemnified Parties Party that results from and against all Losses that the bad faith, gross negligence or willful misconduct of any Purchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller Group to such Purchaser Indemnified Party may at upon demand. Notwithstanding the foregoing, as limited by Applicable Law, (i) Sub SPV Seller shall have no obligations under this Section 7.1 to indemnify and hold harmless any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Purchaser Indemnified Party for Losses arising out of or relate to any action by another member of the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or Seller Group and (ii) with respect Master SPV Seller shall have no obligations under this Section 7.1 to indemnify and hold harmless any Excluded Appointment, the matters Purchaser Indemnified Party for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) Losses arising out of any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionZealand.

Indemnification by the Sellers. Each (a) Subject to the limitations set forth in this Article VIII, each of the SellersSellers shall, severally and not jointly, shall indemnify, defend indemnify and hold harmless, without duplication, the Purchasersand pay and reimburse, each of the Purchasers’ Affiliates Purchaser Related Parties against and each of their respective officers, employees, agents from any and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such which any Purchaser Indemnified Related Party may at any time incur or suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all such Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of of, result from or relate to any breach or failure to be true and correct of any representation or warranty made by such Seller in Article IV. (b) Subject to the limitations set forth in this Article VIII, the Sellers shall, severally and not jointly, in accordance with their respective Pro Rata Percentages, indemnify and hold harmless, and pay and reimburse, each of the Purchaser Related Parties against and from any and all Losses arising which any Purchaser Related Party may incur or suffer to the extent such Losses arise out of of, result from or relate to the Sellers’ negligent to: (i) any breach or failure to make a backup advance as required pursuant to such Retained Duty) be true and correct of any representation or warranty made by the Company in Article V; and/or (ii) any breach, failure or non-fulfillment of any Post-Closing Covenant of the Seller Related Parties. (c) The Purchaser Related Parties shall not be entitled to indemnification in respect of Claims for Losses made under Section 8.2(a) and Section 8.2(b)(i) (other than with respect to any Excluded Appointmentbreaches of Company Fundamental Representations) unless the aggregate amount of all such Losses exceeds $1,000,000 (the “Basket”), in which case, subject to Section 8.2(d), the matters Seller Related Parties shall be required to pay or be liable for which Seller and its Affiliates are responsible pursuant to the entire amount of all such Losses in excess of the Basket. Notwithstanding the foregoing, the limitations on indemnification included in this Section 3.9 and (c8.2(c) any action taken shall not apply in the case of Fraud by or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction on behalf of the Sellers pursuant or the Company. (d) The aggregate indemnification amount to which the Purchaser Related Parties shall be entitled in respect of Claims for Losses made under Section 3.9, in each case of this clause (c8.2(a) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.and Section

Indemnification by the Sellers. Each Subject to the other terms and conditions of this ‎Article 7, the Sellers shall indemnify the Purchaser, the Company, their respective Affiliates, the Purchaser Representatives and their respective successors and assigns, from and against, and shall hold the Purchaser, the Company, their respective Affiliates, the Purchaser Representatives and their respective successors and assigns harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Purchaser, the Company, their respective Affiliates, the Purchaser Representatives and their respective successors and assigns, based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Sellers contained in this Agreement, any inaccuracy in or breach of any of the representations or warranties set forth in any certificate delivered by the Sellers, the Company or the Seller Representative pursuant to this Agreement or any inaccuracy in or breach of any of the representations or warranties of any Transaction Beneficiary set forth in the Transaction Beneficiary Joinder; (b) any breach or non-fulfillment of any covenant, agreement or obligation of the Sellers, severally the Company or the Seller Representative contained in this Agreement and jointlyto be performed following the Closing; (c) any Pre-Closing Taxes (not including for the avoidance of doubt, shall indemnifyany Unpaid Pre-Closing Taxes taken into account in the calculation of Final Indebtedness, defend and hold harmless, without duplication, the Purchasers, each as finally determined pursuant to Section‎ 2.4); (d) any Indebtedness of the Purchasers’ Affiliates Company or Transaction Expenses (in each case, as of immediately prior to the Closing) to the extent not taken into account in the calculation of Final Indebtedness or Final Transaction Expenses, respectively, as finally determined pursuant to Section‎ 2.4; and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to e) Fraud (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to representations or warranties made by the extent Company, notwithstanding that the Company and not the Sellers were acting made any such representation or warranty). In determining whether there has been a breach of any representation or warranty in accordance with this Agreement, and in determining the instructions amount of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9resulting therefrom, in each case of this clause case, such determination will be made without giving effect to any qualifier as to “materiality” or “Material Adverse Effect” (cor any other similar qualification) set forth in any such representation and warranty, except for any reference to “Material Adverse Effect” in the extent the applicable Purchaser was negligent representation and warranty set forth in taking or omitting to take such actionSection‎ 3.6(b).

Indemnification by the Sellers. Each of the SellersThe Sellers shall severally, severally and Xxxxxxxx shall jointly, shall indemnify, defend indemnify and hold harmlessharmless the Purchaser and its Affiliates (including the Company), without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, directors, employees, agents agents, successors and representatives assigns (collectivelyeach, the a “Purchaser Indemnified Parties,” Party”) from and together with the Seller Indemnified Partiesagainst any and all losses, the damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter, a “Indemnified PartiesLoss”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise arising out of or relate to resulting from: (a) the breach of any failure representation or warranty made by any of the Sellers to perform their obligations under or the Company contained in this Agreement in accordance with the terms hereof, or any Ancillary Agreement, other breach than any representation or violation by warranty contained in Section 4.14 (Taxes), which is the Sellers subject of the terms hereof, Article IX; (b) the exercise breach of any covenant or agreement by the Sellers of contained in this Agreement (other than any rightcovenant or agreement contained in Article IX) or in any Ancillary Agreement, power or discretion any covenant or agreement contained in relation to a Serviced AppointmentSection 6.05, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers which each Seller shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to be solely liable for any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to resulting from any breach by such Retained Duty) or (ii) with respect to any Excluded AppointmentSeller, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken violation of any Health Care Law by the applicable Purchaser pursuant Company occurring on or prior to the Closing Date or (d) any claim relating to or arising out of any obligation to pay the Change Fee under the Davae Services Agreement or, if delivered, with respect to the Release and Assumption Agreement; provided, however, that, in accordance with a written direction given the case of any representation, warranty, covenant or agreement that is limited by “material,” “Material Adverse Effect” or by any Seller (other than pursuant similar term or limitation, the occurrence of a breach or inaccuracy of such representation, warranty, covenant or agreement, as the case may be, and the amount Losses subject to Section 3.4.6), including indemnification hereunder shall be determined as if “material,” “Material Adverse Effect” or by any Specified Action taken (similar term or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionlimitation were not included therein.

Indemnification by the Sellers. Each (a) The Sellers shall jointly and severally defend, indemnify and hold Buyer and its affiliates (which, for purposes of this Section 8, shall include Buyer's officers, directors, direct and indirect owners, agents, representatives, successors and permitted assigns) harmless from and against and in respect of any and all losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys' fees, incurred directly by Buyer and its affiliates (hereinafter "BUYER LOSSES") which arise out of, relate to, or result from (1) any breach of any of the representations and warranties contained in Section 3 hereof or any certificate delivered pursuant hereto, (2) any breach of any of the covenants and agreements made by Sellers or (prior to Closing) UIC in this Agreement, including, without limitation, Article 2, and (3) any Income Tax of UIC or its subsidiaries for any Tax period (or portion thereof) ending on or prior to the Closing Date except to the extent of any Income Taxes reflected on the Closing Balance Sheet are included in the calculation of Closing Working Capital. Buyer shall give the Sellers prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and if the aggregate monetary exposure of the Sellers under such claim exceeds the aggregate monetary exposure of Buyer under such claim (with the parties' aggregate monetary exposure determined by the Sellers and Buyer in good faith taking into account all applicable insurance coverage and all amounts paid with respect to all previously resolved indemnification claims under this Agreement or reasonably expected to be paid with respect to all pending unresolved indemnification claims under this Agreement), then the Sellers shall have the right to assume the defense of such claim through counsel of their own choosing, by so notifying Buyer within sixty (60) days of receipt of Buyer's written notice; provided, however, that the Sellers' counsel shall be reasonably satisfactory to Buyer, provided further, that as a condition precedent to the Sellers' right to assume control of such defense, Sellers must first admit in writing that such claims would be covered by the indemnification provisions in this Agreement, and provided further, that if the Sellers and Buyer cannot agree on whose aggregate monetary exposure is greater within twenty days of the notice of the third party claim from Buyer to the Sellers, severally and jointly, then they shall indemnify, defend and hold harmless, without duplication, refer the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate matter to (a) any failure a nationally recognized law firm mutually selected by the Sellers and Buyer (the "FIRM"), which shall be directed to perform determine within ten days of such referral whether the Sellers, on the one hand, or Buyer, on the other hand, have the greater aggregate monetary exposure for such third party claim. The parties shall make available to the Firm all items reasonably requested by the Firm in order for the Firm to assess their aggregate monetary exposure, and the Firm's determination shall be conclusive and binding upon the Sellers and Buyer. The fees and disbursements of the Firm shall be shared equally by the Sellers, on the one hand, and Buyer, on the other hand, and the Firm shall be held harmless by and shall have no liability to the Sellers or Buyer in connection with the foregoing. Failure to give prompt notice shall not affect the indemnification obligations under this Agreement hereunder unless there is actual prejudice. If Buyer desires to participate in any such defense assumed by the Sellers, it may do so at its sole cost and expense. If the Sellers decline (or in accordance with the terms hereofabove are not permitted) to assume any such defense, they shall be liable for and pay as incurred all reasonable costs and expenses of defending such claim by Buyer, including reasonable fees and disbursements of counsel. Neither Buyer nor the Sellers shall, without the prior written consent of the other party or parties, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other party or parties or any other breach subsidiary or violation by the Sellers affiliate thereof or if such settlement or compromise does not include an unconditional release of the terms hereofother party or parties for any liability arising out of such claim or demand or any related claim or demand, (b) nor shall the exercise by defending party enter into any other settlement or compromise without the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions prior written consent of the Purchasers defended party, which consent shall not be unreasonably withheld; PROVIDED that in performing any case if the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers defended party does not so consent, it shall indemnify the Purchaser Indemnified Parties from and against be responsible for all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Buyer Losses arising out of or relate related to the Sellers’ negligent failure to make a backup advance as required pursuant to claim that was the subject matter of such Retained Duty) settlement or (ii) with respect to any Excluded Appointment, the matters for compromise which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction excess of the Sellers pursuant to Section 3.9Buyer Losses that would have been incurred if consent for such settlement had been granted, in each case regardless of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take any other limitations on such actionparty's indemnification obligations hereunder.

Indemnification by the Sellers. Each of the SellersSeller agrees, severally and not jointly, shall indemnifyto indemnify the Purchaser, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ its Affiliates and each of their respective officers, employees, agents and representatives Representatives (collectively, the “Purchaser Indemnified Parties,” Indemnitees”) from all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and together with the Seller Indemnified Partieshold each of them harmless against, the any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action (“Indemnified PartiesClaims”), from and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against all Losses or involve any of them), whether or not involving a third-party Claim, as a result of, arising out of, or in any way related to the breach of any representations, warranties or covenants of such Seller contained herein; provided that such claim for indemnification relating to the breach of representations, warranties or covenants is made prior to the third anniversary of the Closing Date; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Indemnified Party may at any time suffer Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Seller shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of each Seller to the Purchaser Indemnitees pursuant to this Section 4.1 shall not be greater in amount than the Purchase Price payable to such Seller. No Purchaser Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations punitive damages under this Agreement in accordance with the terms hereofSection 4.1; provided, or however, that such limitation shall not prevent any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of Purchaser Indemnitee from recovering under this Section 4.1 for any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except such damages to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at damages are in the form of diminution in value or are payable to a third party in connection with any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionthird-party Claims.

Indemnification by the Sellers. Each of the The Sellers, severally and jointly, shall indemnify, defend indemnify and hold harmless, without duplicationharmless the Purchaser, the Purchasers, each of the Purchasers’ Affiliates Acquisition Subsidiary and each of their respective Affiliates, officers, employeesdirectors, shareholders, employees and agents and representatives the successors and assigns of all of them (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such shall reimburse the Purchaser Indemnified Party may at Parties for, any time suffer Damages arising from or incurin connection with (a) any material inaccuracy or breach of any of the representations and warranties of the Sellers in this Agreement or in any certificate or document delivered by or on behalf of the Sellers pursuant to this Agreement, or become subject toany actions, thatomissions or statements of fact inconsistent with in any respect any such representation or warranty, directly or indirectly, arise out of or relate to (ab) any failure by the Sellers to perform their obligations under or comply with any agreement, covenant or obligation in this Agreement or in accordance with the terms hereof, any certificate or any other breach document delivered by or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction on behalf of the Sellers pursuant to Section 3.9this Agreement to be performed by or complied with by or on behalf of the Sellers, in each case of this clause or (c) except the Sellers’ failure to provide requested board resolutions and other corporate records and due diligence materials establishing (i) that the shares of Company Common Stock the Purchaser is acquiring from the Sellers in connection with the Merger have been duly authorized, validly issued, fully paid and nonassessable, (ii) that no third parties have an interest in or claim to the extent shares of Company Common Stock the applicable Purchaser was negligent is acquiring from the Sellers in taking connection with the Merger, (iii) that no additional shares of Company Common Stock or omitting other securities of the Company are issued and outstanding, (ii) that the pre-Merger officers and directors of the Company have been duly appointed and currently hold their stated positions, (iv) that the Company does not have any undisclosed material contracts or liabilities, (v) that the Company owns or leases all tangible assets reasonably necessary for the conduct of its business as presently conducted, and (vi) that the Company has all requisite corporate power and authority to take such actioncarry on the businesses in which it is engaged.

Indemnification by the Sellers. Each (a) The Sellers jointly and severally agree, subject to the other terms and conditions of this Agreement, to indemnify the SellersBuyer and its Affiliates, severally and jointlyofficers, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officersdirectors, employees, agents agents, successors and representatives assigns (collectivelyeach a "Buyer Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of any representation or warranty of the Sellers contained in this Agreement other than in Sections 2.1 and 2.2 (the "Organization Reps"), Section 2.8 (the "Tax Reps"), Section 2.9 (the "Benefit Plan Reps") and Section 2.17 (the "Broker's Fee Reps"), (ii) the breach by the Sellers of any of the Organization Reps, the “Purchaser Tax Reps, the Benefit Plan Reps or the Broker's Fee Reps, (iii) any breach of any covenant or agreement of the Sellers contained herein, (iv) the following litigation and claims (the "Indemnified Parties,” Disputes"): Xxxxxxx Xxxxxxxxx, et al. v. Meditrust Acquisition Company and together Meditrust Company, L.L.C., Case No. 98-CVS-02857: Forsgate Golf, L.L.C. v. Meditrust Golf Group II, Inc., Civil Action Number 98-4327 (JCL) and the claim by Xxxx Xxxx d/b/a Xxxx Properties against Cobblestone Texas, Inc., and (v) any action brought by any shareholder of The Meditrust Companies ("Shareholder Action") claiming a breach of the fiduciary duties of the Boards of Directors of The Meditrust Companies in connection with the Seller Indemnified Parties, conveyance of the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure Acquired Companies by the Sellers to perform their obligations the Buyer under this Agreement Agreement. For purposes of this Agreement, claims for Losses arising out of any Shareholder Action, the Indemnified Disputes or breach by Sellers of any of the Organization Reps, Tax Reps, Benefit Plan Reps or Broker's Fee Reps shall be referred to herein as the "Excluded Claims". Anything in Section 8.1 to the contrary notwithstanding, no claim may be asserted nor any action commenced against the Sellers for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by the Sellers describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the thirtieth (30th) day after the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (the "Indemnification Cut-Off Date"), and such claim or action arose on or prior to the date such representation or warranty ceased to survive, in which case such representation or warranty, and the Buyer's right to indemnification hereunder will survive as to such claim until such claim has been finally resolved in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionArticle VIII.

Indemnification by the Sellers. Each Subject to the limits set forth in this Section 9.1, each of the SellersRedeeming Shareholders agree severally (but not jointly), severally and jointlyin proportion to the Ownership Allocation, shall to indemnify, defend and hold harmlessPurchaser, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective its officers, employeesdirectors, agents and representatives Affiliates (the "Purchaser Indemnified Persons"), harmless from and in respect of any and all losses, damages, costs and reasonable expenses (including, without limitation, reasonable expenses of counsel) (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”"Losses"), from and against all Losses that such Purchaser Indemnified Party they may at any time suffer or incur, or become subject to, that, directly or indirectly, arise incur arising out of or relate due to (a) any failure inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement by such Seller contained in this Agreement or the Disclosure Schedule, determined without regard to any qualification as to materiality or Material Adverse Effect set forth therein; PROVIDED, HOWEVER, that the Sellers shall not have any liability to perform their obligations Purchaser as a result of the breach of any representation or warranty to the extent that Purchaser had actual knowledge that such representation or warranty was untrue or incorrect prior to the Closing Date. Anything to the contrary contained herein notwithstanding, none of the Purchaser Indemnified Persons shall be entitled to recover from the Sellers for any claims for indemnity or damages with respect to any inaccuracy or breach of any representations or warranties or breach of any covenants, undertakings or other agreements, whether such claims are brought under this Agreement in accordance with the terms hereofSection 9.1(a) or otherwise, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties individual claim in an amount less than $10,000 (except it being understood that multiple claims arising from the same operative facts or circumstances shall be deemed as a single claim) and (ii) unless and until the total of all such claims in respect of Losses pursuant to this Section 9.1(a) exceeds $570,000, and then only for the amount by which such claims exceed such amount; PROVIDED, HOWEVER, that, none of Purchaser or its officers, directors, agents or Affiliates shall be entitled to recover from any Seller pursuant to this Section 9.1(a) more than forty percent (40%) of the proceeds received by such Seller pursuant to this Agreement and/or the Option Agreement (but excluding, with respect to Xxxxxx, the fee payable pursuant to Section 5.11 hereof); PROVIDED FURTHER, that any recovery to be made by a Purchaser Indemnified Person hereunder against Xxxxxx, once finally determined, shall, to the extent outstanding, be deemed, at Xxxxxx'x option, setoff against the Sellers were acting in accordance with principal amount outstanding under the instructions of Notes, then, if necessary, against the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actioninterest payable thereon.

Indemnification by the Sellers. Each of Subject to the Sellersterms and conditions set forth in this ARTICLE VIII, severally from and jointlyafter the Closing, shall indemnifythe Sellers shall, defend jointly and severally, indemnify and hold harmlessharmless the Buyer, without duplicationits Affiliates (including, after the Closing, the PurchasersSold Companies, each of the Purchasers’ Affiliates Subsidiaries and each of the Venture Entities) and their respective officers, directors, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), "BUYER INDEMNIFIED PERSONS") from and against any and all Losses that incurred or suffered by any Buyer Indemnified Person arising out of or related to (i) any breach of any representation or warranty by any Seller contained in this Agreement (reading such Purchaser Indemnified Party may representation or warranty without regard to materiality, Sold Company Material Adverse Effect or similar qualification) whether made upon execution of this Agreement or at Closing as contemplated by SECTIONS 6.3(a) and the certificate to be delivered at Closing pursuant to SECTION 6.3(a), (ii) any non-fulfillment or breach by any Seller of any covenant, obligation or agreement hereunder, (iii) in respect of any Seller Benefit Plan as a result of the acts or omissions of Sellers or any of their subsidiaries or Affiliates in connection with the administration of such Seller Benefit Plans after the Closing Date and before the transfer of assets and liabilities contemplated by SECTIONS 5.7(e), 5.7(f) or 5.7(g), (iv) payments to Company Employees, including former employees, triggered in whole or in part by the transactions contemplated hereby (whether alone or in connection with other events) except to the extent liability for such payment is expressly assumed by Buyer under SECTION 5.7, (v) the Schenectady Facility Matter, (vi) (A) any Release or threatened Release, transporting, or arranging for disposal of Hazardous Materials or any violation of Environmental Law at or resulting from operations of any property or facility owned or operated by the Sold Companies or the Subsidiaries at any time suffer prior to, but not on or incurafter, the Closing Date, (B) Liabilities arising out of the disposal or arranging for disposal, prior to the Closing Date, of Hazardous Materials generated or otherwise originating at the Owned Real Property or the Leased Real Property at or to a location other than the Owned Real Property or the Leased Real Property (C) Liabilities arising from death, personal injury, or become subject property damage relating to, thatresulting from, caused by or arising out of, directly or indirectly, arise out the actual or alleged presence of asbestos or relate asbestos containing materials in any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed by any Sold Company or Subsidiary or the Business, in each case to the extent such products or services were designed, manufactured, serviced, sold or performed prior to the Closing, including any such Liabilities for negligence, workers' compensation, employers' liability, strict liability, design (abut not with respect to products designed before the Closing and not manufactured as of the Closing Date that are manufactured after the Closing) or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use or (D) Liabilities relating to Environmental Laws to the extent arising from the matters set forth on SCHEDULE 8.1(a)(vi)(D), (vii) any failure by matter that, but for the Sellers to perform their obligations consummation of the transactions contemplated under this Agreement or any action or omission of the Sellers or their Affiliates (other than the Sold Companies after the Closing Date), would have been subject to indemnification pursuant to the Share and Business Sale and Purchase Agreement, dated as of November 22, 1999 including Schedule 15 thereof (the "XXXXX PURCHASE Agreement"), by and among Invensys plc, Xxxxxx and the other parties named therein, but subject to the same survival period, monetary and other contractual limitations expressly set forth therein (except for assignment limitations) as if Buyer Indemnified Persons were parties thereto, (viii) any liabilities in accordance respect of the Agreement and Plan of Merger, dated as of June 22, 2000, by and among Xxxx Parent, Inc., Xxxx Acquisition Company, The Standard Products Company and Xxxx Industries, Inc. and the Asset Purchase Agreement, dated as of April 20, 2000, by and between The Standard Products Company and Plastech Engineered Products, Inc., (ix) the Restructuring, including, without limitation, any severance, termination benefits or other employee benefit costs associated with the terms hereof, or any other breach or violation by the Sellers of the terms hereofRestructuring, (bx) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) Losses resulting from Claims with respect to any Retained Duties (except to Seller Benefit Plan , or liabilities thereunder, which are not expressly assumed by the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent Buyer pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer SECTION 5.7 or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters Company Benefit Plans that are not disclosed on SCHEDULE 3.11(a)(i)-1 and for which Seller and its Affiliates are responsible costs were not expressly included in the income statements of the Sold Companies or Subsidiaries, (xi) obligations of the Sold Companies or Subsidiaries with respect to any repurchase of receivables or any other obligations under the Factoring Agreements as a result of any transactions under such factoring agreement prior to the Closing Date, (xii) any Tax, fine, lien, penalty or other liability imposed on any Sold Company or Subsidiary pursuant to Section 3.9 Title IV of ERISA with respect to any defined benefit pension plan subject to Title IV of ERISA sponsored by Sellers or any member of their Controlled Group at any time on or prior to the Closing Date, except with respect to the plans sponsored by a Sold Company or Subsidiary as of the Closing Date or plans covered by SECTION 5.7(e) and SECTION 5.7(g), (xiii) any Losses (including in respect of funding obligations) resulting from Claims in respect of Xxxxxx'x Pension Plan relating to its status as a cash balance plan and (cxiv) any action taken or omitted Losses related to be taken by claims that Retained Names (including the applicable Purchaser pursuant Trademarks) infringe on the intellectual property rights of a third party (excluding those Losses related to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction Buyer's use of the Sellers pursuant to Section 3.9, Retained Names (including the Trademarks) in each case of this clause noncompliance with SECTIONS 5.12(a) and (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionB)).

Indemnification by the Sellers. Each of (a) Subject to the Sellersterms and conditions set forth in this ARTICLE VIII, severally from and jointlyafter the Closing, shall indemnifythe Sellers shall, defend jointly and severally, indemnify and hold harmlessharmless the Buyer, without duplicationits Affiliates (including, after the Closing, the PurchasersSold Companies, each of the Purchasers’ Affiliates Subsidiaries and each of the Venture Entities) and their respective officers, directors, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), "BUYER INDEMNIFIED PERSONS") from and against any and all Losses that incurred or suffered by any Buyer Indemnified Person arising out of or related to (i) any breach of any representation or warranty by any Seller contained in this Agreement (reading such Purchaser Indemnified Party may representation or warranty without regard to materiality, Sold Company Material Adverse Effect or similar qualification) whether made upon execution of this Agreement or at Closing as contemplated by SECTIONS 6.3(A) and the certificate to be delivered at Closing pursuant to SECTION 6.3(C), (ii) any non-fulfillment or breach by any Seller of any covenant, obligation or agreement hereunder, (iii) in respect of any Seller Benefit Plan as a result of the acts or omissions of Sellers or any of their subsidiaries or Affiliates in connection with the administration of such Seller Benefit Plans after the Closing Date and before the transfer of assets and liabilities contemplated by SECTIONS 5.7(E), 5.7(F) or 5.7(G), (iv) payments to Company Employees, including former employees, triggered in whole or in part by the transactions contemplated hereby (whether alone or in connection with other events) except to the extent liability for such payment is expressly assumed by Buyer under SECTION 5.7, (v) the Schenectady Facility Matter, (vi) (A) any Release or threatened Release, transporting, or arranging for disposal of Hazardous Materials or any violation of Environmental Law at or resulting from operations of any property or facility owned or operated by the Sold Companies or the Subsidiaries at any time suffer prior to, but not on or incurafter, the Closing Date, (B) Liabilities arising out of the disposal or arranging for disposal, prior to the Closing Date, of Hazardous 77 Materials generated or otherwise originating at the Owned Real Property or the Leased Real Property at or to a location other than the Owned Real Property or the Leased Real Property (C) Liabilities arising from death, personal injury, or become subject property damage relating to, thatresulting from, caused by or arising out of, directly or indirectly, arise out the actual or alleged presence of asbestos or relate asbestos containing materials in any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed by any Sold Company or Subsidiary or the Business, in each case to the extent such products or services were designed, manufactured, serviced, sold or performed prior to the Closing, including any such Liabilities for negligence, workers' compensation, employers' liability, strict liability, design (abut not with respect to products designed before the Closing and not manufactured as of the Closing Date that are manufactured after the Closing) or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use or (D) Liabilities relating to Environmental Laws to the extent arising from the matters set forth on SCHEDULE 8.1(A)(VI)(D), (vii) any failure by matter that, but for the Sellers to perform their obligations consummation of the transactions contemplated under this Agreement or any action or omission of the Sellers or their Affiliates (other than the Sold Companies after the Closing Date), would have been subject to indemnification pursuant to the Share and Business Sale and Purchase Agreement, dated as of November 22, 1999 including Schedule 15 thereof (the "XXXXX PURCHASE AGREEMENT"), by and among Invensys plc, Xxxxxx and the other parties named therein, but subject to the same survival period, monetary and other contractual limitations expressly set forth therein (except for assignment limitations) as if Buyer Indemnified Persons were parties thereto, (viii) any liabilities in accordance respect of the Agreement and Plan of Merger, dated as of June 22, 2000, by and among Xxxx Parent, Inc., Xxxx Acquisition Company, The Standard Products Company and Xxxx Industries, Inc. and the Asset Purchase Agreement, dated as of April 20, 2000, by and between The Standard Products Company and Plastech Engineered Products, Inc., (ix) the Restructuring, including, without limitation, any severance, termination benefits or other employee benefit costs associated with the terms hereof, or any other breach or violation by the Sellers of the terms hereofRestructuring, (bx) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) Losses resulting from Claims with respect to any Retained Duties (except to Seller Benefit Plan , or liabilities thereunder, which are not expressly assumed by the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent Buyer pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer SECTION 5.7 or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters Company Benefit Plans that are not disclosed on SCHEDULE 3.11(A)(I)-1 and for which Seller and its Affiliates are responsible costs were not expressly included in the income statements of the Sold Companies or Subsidiaries, (xi) obligations of the Sold Companies or Subsidiaries with respect to any repurchase of receivables or any other obligations under the Factoring Agreements as a result of any transactions under such factoring agreement prior to the Closing Date, (xii) any Tax, fine, lien, penalty or other liability imposed on any Sold Company or Subsidiary pursuant to Section 3.9 Title IV of ERISA with respect to any defined benefit pension plan subject to Title IV of ERISA sponsored by Sellers or any member of their Controlled Group at any time on or prior to the Closing Date, except with respect to the plans sponsored by a Sold Company or Subsidiary as of the Closing Date or plans covered by SECTION 5.7(E) and SECTION 5.7(G), (xiii) any Losses (including in respect of funding obligations) resulting from Claims in respect of Xxxxxx'x Pension Plan relating to its status as a cash balance plan and (cxiv) any action taken or omitted Losses related to be taken by claims that Retained Names (including the applicable Purchaser pursuant Trademarks) infringe on the intellectual property rights of a third party (excluding those Losses related to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction Buyer's use of the Sellers pursuant to Section 3.9, Retained Names (including the Trademarks) in each case of this clause noncompliance with SECTIONS 5.12(A) and (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionB)).

Indemnification by the Sellers. Each (a) From and after the Closing (but subject to the provisions of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasersthis Article XII), each of the Purchasers’ Sellers shall severally, but not jointly, indemnify the Purchaser, the manager of Purchaser Parent and any of their respective Affiliates and each of the Purchaser’s, such manager’s and their respective Affiliates’ respective officers, directors, control persons, employees, agents equityholders, representatives, permitted assigns and representatives successors (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties,” ”) and together with hold them harmless against any Losses which the Purchaser Indemnified Parties may suffer or incur in connection with, resulting from or arising out of: (i) any nonfulfillment or breach by such Seller or the Company of any covenant or agreement set forth herein, or in any Exhibit, Schedule or certificate delivered by or on behalf of the Company or such Seller hereunder (excluding in all cases any nonfulfillment or breach of the Company that occurs after the Closing); (ii) any misrepresentation, breach or inaccuracy of any representation or warranty of the Company or such Seller set forth herein or in any Exhibit, Schedule or certificate delivered by or on behalf of the Company or such Seller hereunder; (iii) any Indemnified PartiesTaxes; and (iv) any Specified Liabilities. Except for (x) Fraud, (y) claims arising from a breach of a covenant or agreement, or (z) claims arising from a breach of a Fundamental Rep, any indemnification pursuant to this Section 12.02 shall be recovered (A) first from the “Indemnified Parties”)Indemnification Holdback Fund, then (B) if the amount to be recovered exceeds the remaining amount of the Indemnification Holdback Fund not already subject to pending claims, by deducting such amount from any applicable and against all Losses that unpaid Earnout Payment otherwise payable pursuant to Schedule A (which deduction shall be in full satisfaction of the Sellers’ obligation to such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, in respect of such deducted amounts and in full satisfaction of the Purchaser’s obligation to the Sellers in respect of such portion of such Earnout Payment) (it being agreed that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties indemnification in respect of the matters described in the foregoing clauses (except x), (y) and (z), the sources of recovery in the foregoing clauses (A) and (B) shall constitute non-exclusive sources of recovery). Without limiting the Purchaser Indemnified Parties’ right to recovery pursuant to the foregoing, indemnification pursuant to clauses (i), (ii) or (iv) above (in each case, solely to the extent relating to or arising from the Sellers were acting in accordance with matters described on Schedule 12.08) may, at the instructions Purchaser’s option, be recovered from the remaining amount of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionSpecial Temporary Holdback Fund.

Indemnification by the Sellers. Each of (a) From and after the SellersClosing, the Sellers shall severally and jointly, shall indemnify, defend (based on the Seller Pro Rata Portions) indemnify and hold harmlessharmless the Buyer and its successors and permitted assigns, without duplication, and the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents directors, representatives and representatives stockholders and their successors and assigns of the Buyer (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesBuyer Indemnitees”), ) from and against any and all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or Buyer Indemnitees become subject to, thatsustain or suffer following the Closing arising out of, directly relating to or indirectlyin connection with (i) any breach of or inaccuracy in the representations and warranties (in each case, arise giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether a breach or inaccuracy occurred but not giving effect to such limitation or qualification for purposes of determining the Losses resulting from, arising out of or relate relating to such breach or inaccuracy) of the Company contained in Article V (aincluding the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto), (ii) any failure breach of the covenants or agreements of the Company (prior to the Closing) or the Sellers Representative contained in this Agreement (including the Schedules and exhibits attached hereto and the certificates delivered pursuant hereto), (iii) any outstanding Company Debt in existence as of the Closing to the extent such Company Debt was not taken into account for purposes of determining the Purchase Price pursuant to Section 2.2(a), (iv) any Selling Expense to the extent such Selling Expense was not taken into account for purposes of determining the Purchase Price pursuant to Section 2.2(a), or (v) (A) any Taxes of the Company or the Subsidiary or any Taxes required to be paid by the Sellers Company with respect to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation Korean JV (excluding Taxes paid by the Sellers of the terms hereofKorean JV on its own behalf), (b) the exercise by the Sellers of any rightin each case, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties Pre-Closing Tax Period, (except to the extent the B) Taxes of Sellers were acting in accordance with the instructions (including capital gains Taxes arising as a result of the Purchasers transactions contemplated by this Agreement) or any of their Affiliates (excluding the Company and the Subsidiary) for any Tax period; (C) without duplication of any other provision of this Section 10.2, Taxes attributable to any breach or inaccuracy of any representation in performing Section 5.9 or any failure to comply with any covenant or agreement of Sellers (including any obligation to cause the Retained Duties Company or were acting as backup advancing agent pursuant the Subsidiary to clause take, or refrain from taking, any action under this Agreement); (cD) Taxes for which the Company or the Subsidiary (or any predecessor of the definition foregoing) is held liable under Section 1.1502-6 of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that United States Treasury Regulations (or any similar provision of state, local or foreign Law) by reason of such Purchaser Indemnified Party may entity being included in any consolidated, affiliated, combined or unitary group at any time suffer on or incurbefore the Closing Date; (E) Taxes imposed on or payable by third parties with respect to which the Company or the Subsidiary has an obligation to indemnify such third party pursuant to an event or transaction consummated on or prior to the Closing, or become subject to, that, directly or indirectly, arise out of or relate to and (F) any Losses Taxes arising out of or relate to resulting from the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Dutypayment of the Company Debt; provided, however, that the Sellers shall have no liability under this Section 10.2(a) or for (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (cx) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except Taxes to the extent such Taxes were specifically reflected in the applicable Purchaser was negligent Closing Working Capital, and taken into account in taking determining the Purchase Price or omitting (y) any Taxes to take such actionthe extent they are attributable to a Buyer Tax Act.

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article VII, from and after the SellersClosing, the Sellers and their respective successors and assigns (the “Indemnifying Parties”) will jointly and severally and jointly, shall indemnify, defend and hold harmless, without duplication, harmless the Purchasers, each of the Purchasers’ Purchaser and its Affiliates and each of their its respective officers, directors, managers, employees, agents successors and representatives permitted assigns (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), ) from and against any and all Losses that such Purchaser losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party may at any time suffer to the extent arising in whole or incur, or become subject to, that, directly or indirectly, arise in part out of or relate to resulting directly or indirectly from (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, whether or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to not involving a Serviced Appointment, including Third Party Claim): (i) with respect the breach of any representation or warranty made by the Company or any Seller set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (ii) the breach of any Retained Duties covenant or agreement on the part of any Seller or the Company set forth in this Agreement or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (except iii) any Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to conversion of any such Retained Duty) securities; or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (civ) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionFraud Claims.

Indemnification by the Sellers. Each of (a) Subject to Section 9.1, Section 9.2(b), Section 9.4 and Section 9.7, from and after the SellersClosing, the Sellers shall, jointly and severally and jointly, shall indemnify, defend and hold harmlessharmless the Purchaser Group, without duplicationits Affiliates (including the Transferred Entities, the Purchaserseffective upon Closing), each of the Purchasers’ Affiliates and each of their respective members, managers, principals, equityholders, directors, officers, employees, agents and representatives Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Purchaser Indemnified Parties,” ") against, and together with the Seller shall pay (as incurred) on behalf of (or reimburse) any Purchaser Indemnified PartiesParty in respect of, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, thatin each case, directly or indirectly, arise out as a result of or relate to in connection with: (ai) any breach or inaccuracy of any representation or warranty made by either of the Sellers contained in this Agreement or in any certificate furnished pursuant to the Transaction Documents, (ii) any breach or failure by either of the Sellers to perform their obligations under this Agreement in accordance with the terms hereofperform, or cause to be performed, any of its covenants, obligations or other breach or violation by the Sellers of the terms hereofagreements contained in this Agreement, (biii) any Excluded Liabilities (including, for the exercise by the Sellers avoidance of any rightdoubt, power or discretion in relation to a Serviced AppointmentExcluded Environmental Liabilities, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions such matters remain outstanding as of the Purchasers in performing Closing Date, and the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from actions and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to activities contemplated by Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.69.8), (iv) Liabilities relating to all Benefit Plans, including any Specified Action taken (all employee benefit plans that have been maintained or omitted to be taken) contributed by the Purchasers at the direction either of the Sellers pursuant to Section 3.9or either of the Sellers' respective ERISA Affiliates and (v) any Debt of the Business or the Business Entities, without duplication, as of the Closing not taken into account in each case of this clause (c) except to determining the extent the applicable Purchaser was negligent in taking or omitting to take such actionfinal Purchase Price.

Indemnification by the Sellers. Each After the Closing and subject to the terms and conditions of the Sellers, severally and jointly, shall indemnify, defend this Article VIII: (a) The Sellers will indemnify and hold harmless, without duplication, harmless the Purchasers, each of Buyer and the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives Company (collectively, the “Purchaser Indemnified Parties,” "Buyer Indemnitees") from, and together with the Seller Indemnified Partiespay and reimburse each Buyer Indemnitee for, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at directly or indirectly relating to or arising from: (i) any time suffer breach or incurinaccuracy, or become subject toany allegation of any third party that, thatif true, would be a breach or inaccuracy, of any representation or warranty made by the Sellers in Article III; or (ii) any breach of any covenant or agreement, or any representation or warranty, of the Sellers in this Agreement. (b) The Sellers will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or indirectly, arise relating to or arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Sellers, or the Company in this Agreement (other than in Article III); (ii) any breach of any covenant or agreement, or any representation or warranty, of the Company in this Agreement; (iii) all Liabilities of, or arising from the conduct of, the Company existing at the Closing, or arising out of events or relate circumstances occurring prior to the Closing which have not been disclosed in writing to the Buyer prior to Closing; or (aiv) any failure matter set forth on Schedule 8.1. (c) The amount of indemnification to be paid by the Sellers to perform their obligations under the Buyer or the Buyer Indemnitees pursuant to this Agreement in accordance with Section 8.1 shall not exceed the terms hereof, or any other breach or violation by amount of the Purchase Price paid to the Sellers through the date of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters claim for which Seller and its Affiliates are responsible pursuant to Section 3.9 and such indemnification is paid (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6'Indemnification Cap"), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.. 8.2

Indemnification by the Sellers. Each (a) Subject to the provisions of this Article VIII, the Sellers’ Representative, severally on behalf of each relevant Seller, hereby agrees that from and jointly, after the Closing it shall indemnify, defend and hold harmless, without duplication, the Purchasers’ Indemnified Parties (on their own behalf and on behalf of the Target Companies) from, each against and in respect of any Losses actually sustained or incurred by any of the Purchasers’ Affiliates and each Indemnified Parties or the Target Companies, whether in respect of their respective officersthird party claims, employees, agents and representatives (collectively, claims between the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incurparties hereto, or become otherwise, and such amounts shall be payable to the Purchasers’ Indemnified Parties to the extent relating to or arising out of, subject toto the rest of this 0, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) any inaccuracies in or breach of any Sellers’ Representations and Warranties as of the date hereof or as of the Closing with respect the same force and effect as if made in and as of the Closing (it being understood that representations and warranties that are made as of a specific date shall speak only as of that date) (other than the Tax Representations the exclusive remedy for breach of which, if any, shall be provided pursuant to a Tax Covenant), (ii) any Retained Duties breach of any covenant or agreement to be performed by any member of the Sellers’ Group contained in this Agreement other than Section 5.1(a)(xvii), the exclusive remedy for which shall be provided pursuant to a Tax Covenant, (except iii) any Excluded Advisory Contract Liability, (iv) any Specified Liabilities or Indebtedness of any Target Company to the extent the Sellers were acting in accordance with the instructions existence as of the Purchasers Closing Date and not accounted for in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible Purchase Price adjustment pursuant to Section 3.9 2.3, (v) any Excluded Liability, and (cvi) liabilities of any action Target Company as obligor or guarantor of any indebtedness for borrowed money of any Fund existing at Closing, to the extent of the obligation undertaken and to the extent not taken or omitted to be taken by into account for purposes of determining the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than Purchase Price adjustment pursuant to Section 3.4.6)2.3, including and (vi) any Specified Action taken Pre-Closing Custodian Taxes (or omitted to be taken) by except that the Purchasers at the direction of the Sellers pursuant to Section 3.9, indemnity in each case of this clause (cvi) except will not be subject to the extent the applicable Purchaser was negligent in taking or omitting to take such actionrest of this Section 8.2).

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article 6, following the Closing, each of the Sellers, severally and jointly, Sellers (without any right of contribution from the Company) shall indemnify, defend and hold harmlessharmless Purchaser, without duplicationits Affiliates, the Purchasers, each of the Purchasers’ Affiliates Company and each of their respective successors, assigns, officers, directors, employees, agents representatives and representatives Agents (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesPersons”), from and against against, and shall promptly pay or reimburse each Purchaser Indemnified Person for, any and all Losses that suffered or incurred by any such Purchaser Indemnified Party may at Person (including any time suffer Losses suffered or incurincurred after the end of the applicable survival period, or become subject to, that, directly or indirectly, arise out provided that a claim is made prior to the end of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement applicable survival period in accordance with the terms hereofof this Agreement), arising or resulting from or based upon (i) any breach of any representation or warranty contained in Article 4 hereof or any other representation or warranty made by the Sellers or the Company in this Agreement or any other Transaction Document, (ii) the breach of any covenant of the Sellers or the Company contained in Article 5 hereof or any other covenant of the Sellers or the Company in this Agreement or any other Transaction Document, (iii) any and all Transaction Expenses or Indebtedness paid by the Company after the Closing to the extent not actually deducted in calculating the Purchase Price, (iv) Pre-Closing Taxes of the Company (net of Taxes taken into account in the determination of the Closing Working Capital Amount), (vi) any Taxes imposed on the Company, including successors thereof, or any other breach direct or violation indirect owner of the Company or successor, arising as a result of or in connection with the Transactions and (viii) any Loss as a result of, in connection with or by virtue of any claims that the Purchase Price was not properly calculated or properly allocated among the Sellers (including, but not limited to, any claims that the Purchase Price was not distributed in accordance with any of the terms hereof, (b) the exercise by Company Organizational Documents). The foregoing indemnity obligations of the Sellers of any right, power or discretion in relation to a Serviced Appointment, including shall be several only (iand not joint) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from Xxxxx Xxxxxx and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) joint and several with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionXxxx Xxxxxx.

Indemnification by the Sellers. Each Subject to the limitations of this Article VI, from and after the SellersClosing Date, each Seller, severally and not jointly, shall indemnify, save, defend and hold harmlessharmless the Buyer from and against any and all costs, without duplicationlawsuits, the Purchaserslosses, each liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives foregoing (collectively, the collectively referred to herein as “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesDamages”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer incurred in connection with or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate resulting from or incident to any (a) breach of any covenant of any of the Companies or the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty; (b) breach or (ii) with respect to any Excluded Appointment, inaccuracy of the matters for which Seller representations and its Affiliates are responsible pursuant to Section 3.9 and warranties of the Companies or the Sellers set forth in this Agreement or (c) any action taken or omitted to be taken matter (if any) identified by the applicable Purchaser pursuant Sellers’ Representative on Schedule 6.2(c). Notwithstanding the foregoing, for purposes of this Agreement “Damages” shall include only actual direct damages and shall not include any consequential, incidental, special, indirect or punitive damages. The parties acknowledge and agree that the representations and warranties contained in Article III-A and the covenants and agreements made by each Seller (except as provided above) in this Agreement are made individually by each Seller as to itself or himself only, and in accordance with a written direction given by any Seller (other than pursuant who has breached any such representation, warranty, covenant or agreement as to Section 3.4.6), including any Specified Action taken (itself or omitted himself shall be liable with respect to be taken) by the Purchasers at the direction all Damages as a result of the Sellers pursuant to Section 3.9, in each case of this clause (c) except breach thereof to the extent such Damages are proximately caused by such breach, subject to the applicable Purchaser was negligent limitations set forth in taking this Article VI, and no other Seller shall be liable with respect to such Damages. In no event will PURCHASE AND SALE AGREEMENT Buyer or omitting any other Person be entitled to take such actionindemnification for the same Damages from more than one source. Subject to the other limitations set forth in this Article VI, the parties further acknowledge and agree that the Sellers’ indemnification obligations hereunder with respect to breaches of the representations and warranties of the Companies contained in Article III and the covenants and agreements of the Companies contained herein that are to be performed on or prior to the Closing shall be the joint and several obligations of each member of the Primary Seller Group.

Indemnification by the Sellers. Each The Sellers (except for Sxxxxx and Hxxxxxx, who shall have no liability or obligation to the Buyer or any Buyer Indemnified Party hereunder and shall not, for purposes of the Seller's obligations to indemnify hereunder, be deemed "Sellers, severally ") shall indemnify Buyer and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ directors, officers, employees and Affiliates of Buyer, and each of their respective officerssuccessors and assigns (individually, employeesa "Buyer Indemnified Party"), agents and representatives hold them, and each of them, harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages (other than special, consequential or punitive damages) and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at "Damages") incurred by any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including them resulting from: (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties claim, liability, obligation or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses expense arising out of or relate related to the Sellers’ negligent failure operation of the Acquired Assets prior to make a backup advance as required pursuant the applicable Effective Time (except for such claims, liabilities, obligations, costs or expenses that have been expressly assumed by the Buyer hereunder, including the Assumed Liabilities and such liabilities and obligations for which the Buyer has agreed hereunder to such Retained Dutybe responsible) or and (ii) any breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Sellers made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith). As more fully provided in Section 9(a), the indemnification obligations of the respective Sellers hereunder shall be several and not joint, and shall obligate each Seller with respect only to any Excluded Appointment, itself or its own actions or omissions or representations or warranties or interests in the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionAcquired Assets.

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article VIII, from and after the SellersClosing, the Sellers and their respective successors and assigns (each, with respect to any claim made under this Section 8.2, an “Indemnifying Party”) will jointly and severally and jointly, shall indemnify, defend and hold harmless, without duplication, harmless the Purchasers, each of the Purchasers’ Purchaser and its Affiliates and each of their respective officers, directors, managers, employees, agents successors and representatives permitted assigns (collectivelyeach, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Partiesrespect to any claim made under this Section 8.2, the an “Indemnified PartiesParty”), ) from and against any and all Losses that such Purchaser losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party may at any time suffer to the extent arising in whole or incur, or become subject to, that, directly or indirectly, arise in part out of or relate to resulting directly or indirectly from (whether or not involving a Third Party Claim): (a) the breach of any failure representation or warranty made by the Sellers to perform their obligations under Company or any Seller set forth in this Agreement or in accordance with the terms hereof, or any other breach or violation certificate delivered by the Sellers of Company, any Seller or the terms hereof, Seller Representative pursuant to this Agreement; (b) the exercise breach of any covenant or agreement on the part of any Seller, the Company or, after the Closing, the Purchaser, set forth in this Agreement or in any certificate delivered by the Sellers of Company, any rightSeller, power the Seller Representative or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent Purchaser pursuant to clause (c) of the definition of “Retained Duty”this Agreement; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken Action by the applicable Purchaser pursuant to and in accordance with Person(s) who were holders of equity securities of a written direction given by any Seller (other than pursuant to Section 3.4.6)Target Company, including any Specified Action taken (options, warrants, convertible debt or omitted other convertible securities or other rights to be taken) by acquire equity securities of a Target Company, prior to the Purchasers at the direction Closing arising out of the Sellers pursuant to Section 3.9sale, in each case purchase, termination, cancellation, expiration, redemption or conversion of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take any such actionsecurities.

Indemnification by the Sellers. Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ ' Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “"Purchaser Indemnified Parties,” " and together with the Seller Indemnified Parties, the “"Indemnified Parties”"), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “"Retained Duty”"; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ ' negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.to

Indemnification by the Sellers. Each of From and after the SellersClosing, severally and jointlysubject to this Article VI, each Seller, severally, shall indemnify, defend indemnify and hold harmless, without duplicationharmless the Purchaser, the Purchasers, each of the Purchasers’ Affiliates Acquisition Subsidiary and each of their respective Affiliates, officers, employeesdirectors, shareholders, employees and agents and representatives the successors and assigns of all of them (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such shall reimburse the Purchaser Indemnified Party may at Parties for, any time suffer Damages arising from or incur, or become subject to, that, directly or indirectly, arise out of or relate to in connection with (a) any failure by material inaccuracy or breach of any of the Sellers to perform their obligations under representations and warranties of such Seller in this Agreement or in accordance with the terms hereofany certificate delivered by or on behalf of such Seller at Closing pursuant to this Agreement, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise any failure by the such Seller to perform or comply with any agreement, covenant or obligation in this Agreement or in any certificate delivered by or on behalf of such Seller at Closing pursuant to this Agreement to be performed by or complied with by or on behalf of such Seller, or (c) without duplication of (a) or (b) above or Section 6.3, such Seller’s failure to provide requested board resolutions and other corporate records and due diligence materials requested of Sellers of any right, power or discretion in relation writing by Purchaser prior to a Serviced Appointment, including Closing establishing (i) with respect to any Retained Duties (except to that the extent Company Shares the Purchaser is acquiring from the Sellers were acting in accordance connection with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from Merger have been duly authorized, validly issued, fully paid and against all Losses that such Purchaser Indemnified Party may at any time suffer or incurnonassessable, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) that no third parties have an interest in or claim to the Company Shares the Purchaser is acquiring from the Sellers in connection with respect to the Merger, (iii) that no additional shares of Company Common Stock or other securities of the Company are issued and outstanding, (iv) that the pre-Merger officers and directors of the Company have been duly appointed and currently hold their stated positions, (v) that the Company does not have any Excluded Appointmentundisclosed material contracts or known liabilities, (vi) that the matters Company owns or leases all tangible assets reasonably necessary for which Seller and the conduct of its Affiliates are responsible pursuant to Section 3.9 business as presently conducted, and (cvi) any action taken or omitted that the Company has all requisite corporate power and authority to be taken by carry on the applicable Purchaser pursuant to and businesses in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionwhich it is engaged.

Indemnification by the Sellers. Each Without limitation of Buyer's rights, or Sellers' obligations, set forth elsewhere in this Agreement, and notwithstanding anything to the Sellerscontrary set forth elsewhere in this Agreement, the Sellers hereby jointly and severally and jointlyagree to defend, shall indemnify, defend hold harmless and hold harmlessreimburse the Company, without duplicationBuyer and Buyer's directors, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), employees from and against any and all Losses that such Purchaser Indemnified Party may at any time suffer claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or incur, related to or become subject to, that, directly or indirectly, shall arise out of or relate to of: (a) any failure breach (or breach in connection with an actual written claim asserted by a third party) of any representation or warranty of Sellers or the Sellers to perform their obligations under Company contained in this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, Agreement; and (b) the exercise by the Sellers any breach of any right, power covenant or discretion agreement of Sellers or the Company contained in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Agreement. Sellers shall indemnify reimburse the Purchaser Buyer and the Company, as the case may be (the "Indemnified Parties from Person") for all reasonable costs and against all Losses expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that such Purchaser Indemnified Party may at any time suffer shall be caused by or incur, related to or become subject to, that, directly or indirectly, shall arise out of such breach (or relate alleged breach in connection with a claim asserted by a third party), whether or not any of such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Sellers further agree that they shall not, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, settle or compromise or consent to the entry of any Losses judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 8.02 from all liability arising out of such claim, action, suit or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionproceeding.

Indemnification by the Sellers. Each The Purchaser and its Affiliates, officers, directors, employees and agents (each, an “Indemnified Party”) shall from and after the Closing be indemnified and held harmless by the Sellers (the “Indemnifying Parties”) jointly and severally for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from (a) the breach of any representation or warranty made by the Sellers contained in this Agreement; (b) the breach of any covenant or agreement by the Sellers contained in this Agreement; (c) any Taxes of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplicationincluding any liability for Taxes imposed on the Purchaser, the Purchasers, each Company or any of its Subsidiaries for failure to withhold such Taxes of the Purchasers’ Affiliates Sellers; or (d) the settlement of any Action or Actions brought in respect of any facts or circumstances arising or existing prior to the date hereof for amounts in excess of the amount paid under the Company’s insurance coverage for such Action or Actions, which indemnification amount shall be in proportion to the percentage of the Company’s issued and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure outstanding Ordinary Shares constituted by the Sellers to perform their obligations under this Agreement in accordance with sum of the terms hereof, or any other breach or violation Ordinary Shares acquired by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9this Agreement and, if applicable, the Option Agreement, as of the date on which the Company pays such settlement amount in each case respect of this such Action or Actions, as adjusted for any share splits, share dividends, share combinations, recapitalizations or the like. As an illustration of the foregoing clause (cd), if the Company settles such an Action for $35 million in respect of which $15 million is paid for by the Company’s insurance, the Sellers will indemnify the Purchaser for an amount equal to $20 million multiplied by the percentage of the Company’s issued and outstanding Ordinary Shares constituted by the sum of (i) except the Ordinary Shares acquired by the Purchaser from the Sellers pursuant to this Agreement and (ii) the number of Ordinary Shares acquired by the Purchaser pursuant to the extent Option Agreement, if any, as of the applicable Purchaser was negligent date on which the Company pays such settlement amount in taking respect of such Action or omitting to take such actionActions.

Indemnification by the Sellers. Each of Subject to the Sellerslimitations set forth herein, each Seller shall (i) jointly with the other Sellers but for its Pro Rata Warranty Share not severally and jointly, shall indemnify, defend (“niet-hoofdelijk”) indemnify and hold harmlessPurchaser, without duplication, its Affiliates and the Purchasers, each of Company (from and after the Purchasers’ Affiliates Closing) and each of their respective officers, employees, agents directors and representatives officers (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), ) harmless against and from and in respect of any and all Adverse Consequences which arise or result from the inaccuracy or breach of any representation or warranty made by such Seller in Section 4 of this Agreement, and (ii) indemnify and hold Purchaser Parties harmless against and from and in respect of any and all Losses that Adverse Consequences which arise or result from the inaccuracy or breach of any representation or warranty made by such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out Seller in Section 5 of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement and the non-fulfillment by such Seller of any unwaived covenant of such Seller contained in accordance with this Agreement. Notwithstanding any provision herein to the terms hereofcontrary, subject to the limitations on the indemnification, no Seller shall be liable for (i) more than its, his or her Pro Rata Warranty Share of any Adverse Consequences, as limited by Section 7.4 or any other breach or violation by the Sellers provision of the terms hereofthis Agreement, (b) the exercise by the Sellers of any right, power or discretion in relation relating to a Serviced Appointmentbreach of Representations and Warranties as set forth in Section 4, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, Adverse Consequences arising or resulting from the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken inaccuracy or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction breach of the Sellers pursuant Representations and Warranties as set forth in Section 5 of any other Seller or (iii) failure to Section 3.9, perform or comply with any unwaived covenant of any other Seller contained in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionAgreement.

Indemnification by the Sellers. Each The Sellers agree to indemnify and ------------------------------ hold harmless the Purchaser against and in respect to all damages (as hereinafter defined) in excess of $10,000. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to the Purchaser from any inaccurate representation made by or on behalf of the SellersSellers in or pursuant to this Agreement, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each breach of any of the Purchasers’ Affiliates and each warranties made by or on behalf of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer Sellers in or incurpursuant to this Agreement, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by default in the Sellers of the terms hereof, (b) the exercise performance by the Sellers of any rightof the obligations to be performed by them hereunder. Notwithstanding the scope of the Sellers' representations and warranties herein, power or discretion of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the definition of damages contained in relation the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of Sartam, as of the date hereof not reflected in the Financial Statement, specifically identified herein, or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation initiated subsequent to the Closing from causes of action arising prior to the Closing hereunder involving Sartam or any owners thereof other than the Sellers other than an action based upon a Serviced Appointmentliability of Sartam specifically disclosed herein; all claims, including (i) with actions, demands, losses, costs, expenses, liabilities and penalties resulting from Sartam's infringement upon the rights of any person under or in respect to any Retained Duties (except copyrights, trademarks, trademark rights, patents, patent rights or patent licenses represented by the Sellers to be owned by Sartam; all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from Sartam's failure in any respect to perform any obligation required by it to be performed prior to the extent Closing, or by reason of any default of Sartam, prior to the Sellers were acting in accordance with the instructions Closing, under any of the Purchasers in performing the Retained Duties contracts, agreements, leases, documents, or were acting as backup advancing agent pursuant other commitments to clause which it is a party or otherwise bound or affected; and all losses, costs, and expenses (cincluding without limitation all fees and disbursements of counsel) relating to damages. The Sellers shall reimburse and/or pay on behalf of the definition of “Retained Duty”; provided that Sellers shall indemnify Purchaser on demand for any payment made or required to be made by the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer after the Closing based upon the judgment of any court of competent jurisdiction or incurpursuant to a bona fide compromise or settlement of claims, demands or become subject toactions, thatin respect to the damages to which the foregoing indemnity relates. The Purchaser shall give the Sellers written notice within 30 days after notification of any litigation threatened or instituted against the Purchaser or Sartam which might constitute the basis of a claim for indemnity by the Purchaser against the Sellers. The Sellers shall have the right to participate in the defense and settlement of any such litigation. In the event that the Sellers fail to reimburse and/or pay on behalf of the Purchaser any amount which the Purchaser is entitled to indemnification hereunder while there is any balance remaining on the Note or the Consulting Agreements, directly or indirectly, arise out of or relate in addition to any Losses arising out of other remedies either at law or relate in equity that may be then available to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded AppointmentPurchaser, the matters Purchaser shall be entitled, at its option, to a credit upon the Note and the Consulting Agreements for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted amounts paid by the Purchaser, such credit to be taken applied to the next maturing installments due on the Note and the Consulting Agreements until all of such credit is utilized. In the event that after the utilization of all of such credit the Purchaser is still entitled to indemnity from the Sellers hereunder, the Sellers shall reimburse and/or pay the Purchaser on demand the balance of any amount of such indemnity to which the Purchaser is entitled hereunder. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire three years after the Closing hereunder, except in the case of the proven fraud by the applicable Purchaser pursuant to and Sellers hereunder as determined by a court of competent jurisdiction in accordance connection with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9such claim for indemnification, in each case which event such right to indemnification shall expire one year after the discovery of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionfraud.

Indemnification by the Sellers. Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by From and after the Sellers Closing and subject to perform their obligations under this Agreement Section 12.2, each Seller shall, on a several (and not joint and several) basis in accordance with the terms hereofSellers’ respective Allocation Percentages (it being understood that, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent indemnification obligation pursuant to clause (cSection 12.2(a)(i) or Section 12.2(a)(ii) due to a breach of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer representation or incur, warranty or become subject to, that, directly covenant or indirectly, arise out of agreement by a Seller which is expressly made or relate to any Losses arising out of committed solely by or relate to the Sellers’ negligent failure to make a backup advance as required pursuant with respect to such Retained Duty) Seller (or where applicable, its applicable Beneficial Owner), such Seller shall be solely responsible for such indemnification obligation, and (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible indemnification obligation pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.612.2(a)(iii), including the Group A Sellers shall be solely responsible for any Specified Action taken (such indemnification obligation arising out of or omitted to be taken) by the Purchasers at the direction resulting from Pre-Closing Taxes of the Euro Companies and the Group B Sellers pursuant shall be solely responsible for any such indemnification obligation arising out of or resulting from Pre-Closing Taxes of the U.S. Companies), indemnify and fully defend, save and hold the Buyers, their respective Affiliates and Subsidiaries and their and their respective Affiliates’ and Subsidiaries’ respective Affiliates, directors, officers, members, equity holders, managers, agents and employees (the “Buyer Indemnitees”) harmless if any Buyer Indemnitee shall at any time or from time to Section 3.9time suffer any Losses arising out of or resulting from, in each case or shall pay or become obligated to pay any Losses on account of, any one or more of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.following:

Indemnification by the Sellers. Each of Subject to the Sellersprovisions and limitations contained in this Article IX, severally and jointly, shall the Sellers hereby agrees to indemnify, defend and hold harmlessharmless Purchaser, without duplication, the Purchasers, each of the Purchasers’ its Affiliates and each of their respective officers, employees, agents and representatives the Company (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Sellers Indemnified Parties”), ) from and against any and all Losses that such Losses, Actions, Proceedings, claims and Liabilities (collectively “Purchaser Losses”) which the Sellers Indemnified Party Parties may at any time suffer sustain or incur, which are occasioned by, caused by or become subject to, that, directly or indirectly, arise out of or relate to (ai) any failure inaccuracy in or breach of any of the representations and warranties of the Sellers in this Agreement or any breach of any covenants or other agreements made by the Sellers to perform their obligations under in this Agreement to the extent not waived in accordance with writing by Purchaser, (ii) all liabilities of the terms hereofCompany, or other than those incurred in the ordinary course of business, accrued as of the Closing Date, (iii) any other breach or violation indebtedness and transaction-related fees and liabilities which are unpaid at the Closing Date by the Sellers Company, subject to the provision of Article 11.3 below, and (iv) any undisclosed liabilities of the terms hereof, (b) Company. The Sellers shall not have any right of contribution from the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) Company with respect to any Retained Duties (except Purchaser Losses claimed by the Sellers Indemnified Parties after the Closing. Sellers are liable for the indemnification obligations against Purchaser in proportion to the extent Shares they have sold to Purchaser under the present Agreement. Further, Individual Sellers were acting in accordance with are jointly liable for the instructions indemnification obligations of the Purchasers Corporate Seller in performing respect of Purchaser. Among the Retained Duties or were acting as backup advancing agent pursuant to clause (c) Individual Sellers their liability for the indemnification obligations of the definition Corporate Seller shall be in the proportion of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate shares they transferred to the Sellers’ negligent failure to make a backup advance Corporate Seller as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and of 19 January 2006 as indicated in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.Exhibit A.

Indemnification by the Sellers. Each of the SellersThe Sellers jointly and severally, severally unconditionally, absolutely and jointlyirrevocably agree to and shall defend, shall indemnify, defend indemnify and hold harmlessharmless the Buyer Parties and the Company, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective subsidiaries, shareholders, affiliates, officers, directors, employees, agents counsel, agents, successors, assigns heirs and legal and personal representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Buyer Parties, the “Company and all such persons or entities are collectively referred to as "Buyer's Indemnified Parties”), Persons") from and against all Losses that such Purchaser against, and shall reimburse Buyer's Indemnified Party may at any time suffer Persons for, each and every Loss paid, imposed on or incur, or become subject to, thatincurred by Buyer's Indemnified Persons, directly or indirectly, arise relating to, resulting from or arising out of or relate to of: (a) any failure by inaccuracy in any representation or warranty of the Sellers to perform their obligations Seller Parties under this Agreement, or the Schedules hereto, whether or not Buyer's Indemnified Persons relied thereon or had knowledge thereof, or any breach or nonfulfillment of any covenant, agreement or other obligation of the Seller Parties under this Agreement in accordance with the terms hereof, or any other breach agreement or violation by the Sellers of the terms hereof, document delivered pursuant hereto; (b) all liabilities of the exercise by Company on or prior to the Sellers Closing Date, including, but not limited to claims, demands and causes of any right, power action against the Company and/or the Buyer Parties arising from or discretion in relation related to a Serviced Appointment, including the ownership or operation of the assets of the Company and the Business on or prior to the Closing Date; (ic) all Environmental Claims arising with respect to any Retained Duties (except facts, conditions, events, operations and circumstances existing on or prior to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing Closing Date; (d) the Retained Duties Liabilities; and (e) any other facts or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at circumstances in any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate manner relating to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, period ending on the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionClosing Date.

Indemnification by the Sellers. Each of the (a) The Sellers, severally jointly and jointlyseverally, shall indemnify, defend indemnify and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective Affiliates, officers, employeesdirectors, agents and representatives assigns (collectivelyeach a “Purchasers Indemnified Party”) harmless from and against any and all Liabilities, the losses, damages, claims, fees, expenses, awards, judgments and penalties actually incurred by them (hereinafter a “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesLoss”), as resulting from and against all Losses the breach of any representation, warranty, covenant or agreement made by the Company or a Shareholder contained in the Acquisition Documents (it being understood that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect representations and warranties shall be interpreted without giving effect to any Retained Duties limitations or qualifications as to “materiality” (except to including the extent word “material”) or “Company Material Adverse Effect” set forth therein). In addition, the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Purchasers Indemnified Parties against any Tax liabilities of the Company resulting from any possible failure by it to withhold all Taxes required to be withheld on behalf of its employees, and against all Losses any PRC social security and welfare payments the Company may have failed to contribute on behalf of its employees prior to the Closing, but only in the amount as assessed or collected by the Governmental Authorities, including, without limitation, the overdue amounts, any interests and penalties. To the extent that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointmentundertakings set forth in this Section 8.2 may be unenforceable, the matters for which Seller Shareholder1 shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) satisfaction of all Losses incurred by the Purchasers at Indemnified Parties. The accumulative Shareholders Indemnification Payments shall not exceed all payment the direction of the Sellers pursuant Sellers/Shareholders entitled to Section 3.9, in each case of under this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionAgreement.

Indemnification by the Sellers. Each Subject to the terms and conditions of this Article VII, from and after the SellersClosing, the Sellers and their respective successors and assigns (each, with respect to any claim made pursuant to this Section 7.2, an “Indemnitor”) will severally and jointly, shall not jointly indemnify, defend and hold harmless, without duplicationharmless the Purchaser, the Purchasers, each of the Purchasers’ Purchaser Representative and their respective Affiliates and each of their respective officers, directors, managers, employees, agents successors and representatives permitted assigns (collectivelyeach, the with respect to any claim made pursuant to this Section 7.2, an “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified PartiesIndemnitee”), ) from and against any and all Losses losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens that such Purchaser Indemnified Party may at would not otherwise arise, and amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses) (any time suffer of the foregoing, a “Loss”) paid, suffered or incurincurred by, or become subject toimposed upon, that, directly any Indemnitee to the extent arising in whole or indirectly, arise in part out of or relate to resulting directly or indirectly from (whether or not involving a Third Party Claim): (a) the breach of any failure representation or warranty made by the Sellers to perform their obligations under Company or any Seller set forth in this Agreement or in accordance with any certificate delivered by the terms hereof, Company or any other breach or violation by the Sellers of the terms hereof, Seller pursuant to this Agreement; (b) the exercise by the Sellers breach of any rightcovenant or agreement on the part of any Seller, power or discretion in relation to a Serviced Appointmentthe Company or, including (i) with respect to covenants or agreements to be performed after the Closing, the Purchaser, set forth in this Agreement or in any Retained Duties (except to certificate delivered by the extent Company, any Seller or the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent Purchaser pursuant to clause this Agreement; (c) of the definition of “Retained Duty”); provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or omitted other convertible securities or other rights to be taken by acquire equity securities of a Target Company, prior to the applicable Purchaser pursuant to and in accordance with a written direction given by Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any Seller such securities; or (other than d) any Indebtedness of the Target Companies and/or Transaction Expenses as of the Reference Time which were not shown on the final Closing Statement as finally determined pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action1.5.

Indemnification by the Sellers. Each of the SellersSeller, severally jointly and jointlyseverally, shall be responsible to each Purchaser for, and shall defend, indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), harmless from and against all Losses loss, damage, liability, cost or expense (including, without limitation, reasonable attorneys' fees, legal expenses and consultant's fees), that shall be suffered by such Purchaser, resulting from or relating to (i) claims or demands made by third parties against such Purchaser Indemnified Party may at with regard to any time suffer or incurSeller's ownership, management, or conduct of the Business or use of the Assets prior to and including the Management Date, including without limitation any liabilities for personal injury, property damage, or other harm relating to services provided or products of the Business sold by any Seller prior to and including the Management Date, or any other liability, obligation or commitment of any Seller (whether known or unknown, fixed or contingent, due or to become subject todue) not expressly assumed by the Purchasers under this Agreement; (ii) any breach of any of the representations or warranties of the Sellers contained in this Agreement (including, thatwithout limitation, directly any schedule, certificate, exhibit or indirectlyother instrument delivered or to be delivered by the Sellers pursuant to this Agreement) or failure of any Seller to perform or observe any term of or covenant in this Agreement; (iii) any response costs, arise costs of remediation or cleanup, arising out of or relate related to the presence, as of July 31, 1997, of Hazardous Substances in, on, or under any of the Leased Property; or (aiv) any failure by any Seller to satisfy the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers debts of the terms hereof, (b) the exercise by the Sellers of any right, power Business on or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except prior to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that Closing Date, unless such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates debts are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) expressly assumed by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such actionhereunder.