Common use of Seller’s Indemnification Obligations Clause in Contracts

Seller’s Indemnification Obligations. Subject to the terms of Section 7.5, Seller and Parent, jointly and severally, and their respective successors and assigns, shall indemnify, save and keep Xxxxxx, the Company, each of their respective Subsidiaries and their respective successors and permitted assigns (each a "XXXXXX INDEMNITEE" and collectively the "XXXXXX INDEMNITEES") harmless against and from all Damages sustained or incurred by any Xxxxxx Indemnitee, as a result of or arising out of: (a) any inaccuracy in or breach of any representation and warranty made by Seller or Parent to Xxxxxx herein or in any Ancillary Document; (b) any breach by Seller or Parent of, or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's or its Subsidiaries ownership of the capital stock of Caribe and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilities; (ii) any item which should have been disclosed on the Disclosure Statement as of the Closing Date in response to the representations and warranties set forth in Section 3.20 herein; and (iii) without being limited by subparagraph (ii) above, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described in the audit response letters attached as exhibits to Schedule 3.11 of the Disclosure Statement; provided, however, that after the Closing Date, Xxxxxx and the Company shall bear all liability for the item disclosed on Schedule 3.8(d) of the Disclosure Statement relating to a contract entered into by the Company with the Department of Defense.

Seller’s Indemnification Obligations. Subject Seller shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the terms of Section 7.5limitations and procedures contained in this Article XI or elsewhere in this Agreement, Seller following the Closing, to indemnify and Parenthold Buyer, jointly its Affiliates and severally, and their respective successors and assigns, shall indemnify, save and keep Xxxxxx, the Company, each of their respective Subsidiaries its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (each a "XXXXXX INDEMNITEE" and collectively the “Buyer’s Indemnified Parties”) harmless from and against any and all claims, demands, obligations, actions, liabilities, damages or expenses (collectively, "XXXXXX INDEMNITEESBuyer's Losses") harmless against and from all Damages sustained or incurred by any Xxxxxx Indemnitee, as a result of or arising out of: (a) resulting from any inaccuracy in or breach of any representation and warranty made by representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or Parent to Xxxxxx herein or in any Ancillary Document; (b) any breach by Seller relating to the Properties and attributable or Parent of, relating to the time before the Effective Date or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by relating to the foregoing paragraphs Excluded Assets, or (ad) and relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (b)i) for any claim under this Section 11.2, and without regard to whether any one unless the claim is asserted, utilizing the procedures set forth in Section 11.4, on or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or before six months after the Closing Date, (iii) the Company's amount of any such claim exceeds $50,000.00 (an “Eligible Claim”), (iii) the aggregate dollar amount of all Eligible Claims equals or its Subsidiaries ownership exceeds $200,000.00, and then only to the extent of the capital stock dollar amount of Caribe such Eligible Claims in excess of $200,000.00, and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilities; (iiiv) any item which should have been disclosed on the Disclosure Statement as of the Closing Date in response notwithstanding anything to the representations and warranties contrary as set forth in Section 3.20 herein; and (iii) without being limited by subparagraph (ii) abovethis Agreement, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described Seller’s indemnification obligations under this Agreement shall not exceed, in the audit response letters attached as exhibits aggregate, the sum of $1,000,000.00. Notwithstanding the other terms and conditions of this Agreement, Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 3.11 4.6. Also notwithstanding the other terms and conditions of this Agreement, Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any latent or hidden defects in and to the Disclosure Statement; provided, however, that after the Closing Date, Xxxxxx and the Company shall bear all liability for the item disclosed on Schedule 3.8(d) of the Disclosure Statement relating to a contract entered into by the Company with the Department of DefenseAssets.

Seller’s Indemnification Obligations. Subject to the terms of Section 7.5procedures and limitations set forth in this Article X, Seller and Parent, the Sellers jointly and severallyseverally shall indemnify and hold harmless the Purchaser, the Company and their respective successors officers, directors, employees, agents and assigns, shall indemnify, save and keep Xxxxxx, the Company, each of their respective Subsidiaries and their respective successors and permitted assigns Affiliates (each a "XXXXXX INDEMNITEE" “Purchaser Indemnified Party”) from and collectively the "XXXXXX INDEMNITEES") harmless against any and from all Damages sustained Losses incurred or incurred suffered by any Xxxxxx IndemniteePurchaser Indemnified Party based upon, as a result of or arising out of, or otherwise in respect of: (ai) any inaccuracy inaccuracies in or any breach of any representation and or warranty made by Seller of the Sellers contained in this Agreement (other than Article IV hereof) or Parent any Closing Certificate, in each case, determined without regard to Xxxxxx herein any qualification with respect to materiality, material adverse effect or in any Ancillary Documentother similar qualification; (bii) any breach by of any covenant or agreement of any Seller or Parent of, or failure of Seller or Parent to comply with, any of the covenants or obligations under contained in this Agreement or any Closing Certificate (other than any several indemnification obligation of a Seller described in the Ancillary Documents immediately following sentence); (iii) any Indebtedness of the Company, Customer Advances, Selling Expenses, or Bonus Amounts not fully paid or taken as a reduction to be performed by Seller the Purchase Price; (iv) any obligations or Parent liabilities of the Company, whether incurred before or after the Closing, under the Paybridge Contract (including, without limitation, Seller's and Parent's other than those related to the Company’s breach after the Closing of the Company’s obligations under this Article VIISections 4 and 9 thereof); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's or its Subsidiaries ownership of the capital stock of Caribe and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by obligations for indemnification pursuant to Section 10 thereof; or (v) (A) any Taxes of the violation Company attributable to any Pre-Closing Tax Period or Pre-Closing Straddle Period (to the extent allocable to the Sellers as provided in Section 7.2); (B) all Taxes of any Environmental Law at such facilities member of an affiliated, combined or unitary group of which the presence Company is or release of any Hazardous Materials upon, about was a member on or beneath such facilities; (ii) any item which should have been disclosed on the Disclosure Statement as of the Closing Date in response prior to the representations and warranties set forth in Section 3.20 herein; and (iii) without being limited by subparagraph (ii) above, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described in the audit response letters attached as exhibits to Schedule 3.11 of the Disclosure Statement; provided, however, that after the Closing Date, Xxxxxx including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; and (C) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing. Each Seller shall bear all liability severally indemnify and hold harmless (except that each Principal shall indemnify and hold harmless the Purchaser on a joint and several basis with any Trust for the item disclosed on Schedule 3.8(dwhich such Principal is a trustee) each Purchaser Indemnified Party from and against any Losses based upon, arising out of, or otherwise in respect of the Disclosure Statement relating (1) any inaccuracies in or any breach of any representation or warranty of such Seller (and not of any other Seller) set forth in Article IV hereof, in each case, determined without regard to a contract entered into by the Company any qualification with the Department respect to materiality, material adverse effect or other similar qualification, or (2) any breach of Defenseany covenant or agreement of such Seller (and not of any other Seller) contained in Section 11.1 or such Seller’s Employment Agreement.

Seller’s Indemnification Obligations. Subject to the terms of Section 7.5, Seller and ParentThe Sellers shall, jointly and severally, and their respective successors and assigns, shall indemnify, save and keep Xxxxxxhold harmless the Buyer, the Company, each of their respective Subsidiaries its Affiliates and their respective successors Representatives from and permitted assigns against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, judgments, settlements, awards, deficiencies, claims, demands, expenses (each a "XXXXXX INDEMNITEE" including reasonable costs of investigation and collectively the "XXXXXX INDEMNITEES") harmless against reasonable attorneys’ fees and from all Damages sustained or expenses), interest, fines, penalties, costs of mitigation, and other losses actually paid to third parties (herein, “Damages”), incurred by any Xxxxxx Indemniteein connection with, as a result of or arising out of: , resulting from or incident to (a) any inaccuracy in or breach of any representation and warranty made by Seller or Parent to Xxxxxx herein or in any Ancillary Document; (bi) any breach by of a representation or warranty of any Seller or Parent of, or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more of the items listed contained in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's or its Subsidiaries ownership of the capital stock of Caribe and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilitiesAgreement; (ii) any item which should have been disclosed on the Disclosure Statement as breach of the Closing Date any covenant of any Seller contained in response to the representations and warranties set forth in Section 3.20 hereinthis Agreement; and or (iii) without being any Excluded Asset or Excluded Liability. The term “Damages” as used in this Article 8 is not limited to matters asserted by subparagraph (ii) abovethird parties against the Sellers or the Buyer, each of but includes Damages incurred or sustained by the items disclosed on Schedules 3.8(d) and 3.20 of Sellers or the Disclosure Statement and each of the items described Buyer in the audit response letters attached as exhibits absence of third party claims. Payments by the Buyer of amounts for which the Buyer is indemnified hereunder, and payments by the Sellers of amounts for which the Sellers are indemnified hereunder, shall not be a condition precedent to Schedule 3.11 of recovery. The Sellers’ obligation to indemnify the Disclosure Statement; providedBuyer, however, that after the Closing Date, Xxxxxx and the Company Buyer’s obligation to indemnify the Sellers, shall bear all liability for the item disclosed on Schedule 3.8(d) not limit any other rights, including without limitation rights of the Disclosure Statement relating to a contract entered into by the Company with the Department of Defensecontribution which any Party may have under statute or common law.

Seller’s Indemnification Obligations. Subject to the terms of Section 7.510.1.2, Seller Sellers shall indemnify, defend and Parent, jointly hold harmless Purchasers and severally, its Affiliates and their respective successors officers, directors, agents, and assigns, shall indemnify, save and keep Xxxxxxemployees (collectively, the Company“Purchasers Indemnitees”) from and against any and all Liabilities, each of their respective Subsidiaries and their respective successors and permitted assigns (each a "XXXXXX INDEMNITEE" and collectively the "XXXXXX INDEMNITEES") harmless against and from all Damages sustained paid or incurred payable by any Xxxxxx IndemniteePurchasers Indemnitee (collectively, as “Purchasers Losses”) to the extent that such Purchasers Losses are based on, result from, or arise in connection with (a result of or arising out of: “Purchasers Claim”): (a) any inaccuracy in or breach of any representation and warranty made by Seller or Parent to Xxxxxx herein or in any Ancillary DocumentExcluded Liability (collectively, “Excluded Liability Claims”); (b) any Liability arising from any breach by Seller or Parent ofof the representations and warranties set forth in Sections 4.1,4.2,4.4.1,4.9.1,4.9.3, or failure of Seller or Parent to comply with4.10 (collectively, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII“FundamentalRepresentation Claims”); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more Liability of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's Sellers or its Subsidiaries ownership of the capital stock of Caribe Affiliates for Taxes, including Taxes arising from their respective activities, assets and the property located at Monroeevents, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities circumstances and transactions on or the presence or release of any Hazardous Materials upon, about or beneath such facilities; (ii) any item which should have been disclosed on the Disclosure Statement as of prior to the Closing Date in response to and any breach of the representations and warranties set forth in Section 3.20 herein4.13.3 and any covenant with respect to Taxes or tax related matters, including bulk sales laws, set forth herein or in any Other Agreement, including Section 8.12 of this Agreement (collectively, “Tax Claims”); (d) any Liability arising from fraud, intentional misrepresentation or the cause or Knowledge of a deliberate or willful breach of any representations, warranties or covenants of Sellers under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto (collectively, “Fraud Claims”); (e) other than Excluded Liability Claims, Fundamental Representation Claims, Tax Claims and Fraud Claims, any Liability arising from any other breach of any representation, warranty or covenant of Sellers under this Agreement (iiicollectively, “GeneralClaims”) without being limited by subparagraph (ii) above, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described in the audit response letters attached as exhibits to Schedule 3.11 of the Disclosure Statement; provided, however, that after Sellers shall not be obligated to indemnify, defend or hold harmless any Purchasers Indemnitee under this Section 10.1.1 from any Purchasers Claim or for any Purchasers Losses incurred by a Purchasers Indemnitee to the Closing Dateextent arising out of or attributable to: (i) any act or omission by a Purchasers Indemnitee, Xxxxxx and which constitutes recklessness, gross negligence, or willful misconduct on the Company shall bear all liability for part of such Purchasers Indemnitee, or (ii) the item disclosed on Schedule 3.8(dbreach of any representation or warranty made by Purchasers or a Purchasers Indemnitee in this Agreement (or an Other Agreement), or (iii) any failure of Purchasers or a Purchasers Indemnitee duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Purchasers or a Purchasers Indemnitee pursuant to this Agreement (or an Other Agreement), or (iv) the Disclosure Statement relating to a contract entered into by the Company with the Department of Defense.Assumed Liabilities. 10.1.2

Seller’s Indemnification Obligations. Subject Seller shall be liable to the terms and shall indemnify, defend and hold each of Section 7.5, Seller Purchaser and Parent, jointly CompuCredit and severally, their Affiliates and their respective successors officers, directors, employees and permitted assigns, shall indemnify, save harmless from and keep Xxxxxx, against any and all Losses (as hereinafter defined) to the Company, each of their respective Subsidiaries and their respective successors and permitted assigns (each a "XXXXXX INDEMNITEE" and collectively the "XXXXXX INDEMNITEES") harmless against and extent arising from all Damages sustained or incurred by any Xxxxxx Indemnitee, as a result of or arising out ofrelating to: (a) any inaccuracy in or breach of any representation and warranty made by Seller or Parent to Xxxxxx herein or in any Ancillary Document; (bi) any breach by Seller of any representation or Parent of, or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed warranty expressly made by Seller hereunder or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's or its Subsidiaries ownership of the capital stock of Caribe and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilitiesRelated Agreements; (ii) any item which should have been disclosed on breach by Seller of any covenant, agreement or undertaking expressly made by Seller hereunder or under the Disclosure Statement as of the Closing Date in response to the representations and warranties set forth in Section 3.20 hereinRelated Agreements; and (iii) without being limited any Excluded Obligation; except to the extent such Losses arise from Purchaser's or CompuCredit's or their Affiliates' gross negligence, fraud or willful misconduct. Without limiting the obligations of Seller to make any payments pursuant to Article III or Section 7.1, obligations owed by subparagraph Seller pursuant to this Section 7.3 shall in no event exceed the sum of two hundred million dollars ($200,000,000), except with respect to Losses arising from the gross negligence, fraud or willful misconduct of Seller or its Affiliates. Notwithstanding the foregoing, no Indemnified Party will be entitled to indemnity from Seller under sub-clauses (i) or (ii) aboveof this Section 7.3 unless the aggregate amount of all Losses for which all Indemnified Parties would, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described in the audit response letters attached as exhibits to Schedule 3.11 of the Disclosure Statementbut for this sentence, be entitled exceeds five hundred thousand dollars ($500,000); provided, however, each Indemnified Party shall be entitled to the full amount of all indemnities to which it is entitled under this Section 7.3 upon the realization of Losses by all Indemnified Parties in an aggregate amount that after exceeds five hundred thousand dollars ($500,000); provided, further, however, that the Closing Date, Xxxxxx and foregoing limitation shall not apply to the Company shall bear all liability for the item disclosed on Schedule 3.8(d) of the Disclosure Statement relating obligations to a contract entered into by the Company with the Department of Defensemake any payments pursuant to Article III or Section 7.1.

Seller’s Indemnification Obligations. Subject to the terms of Section 7.5, Seller and Parent, jointly and severally, and their respective successors and assigns, shall indemnify, save and keep XxxxxxWatsxx, the xxe Company, each of their respective Subsidiaries and their respective successors and permitted assigns (each a "XXXXXX INDEMNITEEWatsxx Xxxemnitee" and collectively the "XXXXXX INDEMNITEESWatsxx Xxxemnitees") harmless against and from all Damages sustained or incurred by any Xxxxxx IndemniteeWatsxx Xxxemnitee, as a result of or arising out of: (a) any inaccuracy in or breach of any representation and warranty made by Seller or Parent to Xxxxxx herein Watsxx xxxein or in any Ancillary Document; (b) any breach by Seller or Parent of, or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by the foregoing paragraphs (a) and (b), and without regard to whether any one or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or Watsxx xx any of its Subsidiaries as of the date hereof or the Closing Date, (i) the Company's or its Subsidiaries ownership of the capital stock of Caribe and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilities; (ii) any item which should have been disclosed on the Disclosure Statement as of the Closing Date in response to the representations and warranties set forth in Section 3.20 herein; and (iii) without being limited by subparagraph (ii) above, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described in the audit response letters attached as exhibits to Schedule 3.11 of the Disclosure Statement; provided, however, that after the Closing Date, Xxxxxx and Watsxx xxx the Company shall bear all liability for the item disclosed on Schedule 3.8(d) of the Disclosure Statement relating to a contract entered into by the Company with the Department of Defense.

Seller’s Indemnification Obligations. Subject Seller shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the terms of Section 7.5limitations and procedures contained in this Article XI or elsewhere in this Agreement, Seller following the Closing, to indemnify and Parenthold Buyer, jointly its Affiliates and severally, and their respective successors and assigns, shall indemnify, save and keep Xxxxxx, the Company, each of their respective Subsidiaries its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (each a "XXXXXX INDEMNITEE" and collectively the "XXXXXX INDEMNITEES"“Buyer’s Indemnified Parties”) harmless from and against any and from all Damages sustained claims, demands, obligations, actions, liabilities, damages or incurred by any Xxxxxx Indemniteeexpenses (collectively, as a result of or arising out of: “Buyer’s Losses”) (a) resulting from any inaccuracy in or breach of any representation and warranty made by representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or Parent to Xxxxxx herein or in any Ancillary Document; (b) any breach by Seller relating to the Properties and attributable or Parent of, relating to the time before the Effective Date or failure of Seller or Parent to comply with, any of the covenants or obligations under this Agreement or the Ancillary Documents to be performed by Seller or Parent (including, without limitation, Seller's and Parent's obligations under this Article VII); and (c) without being limited by relating to the foregoing paragraphs Excluded Assets, or (ad) and relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (b)i) for any claim under this Section 11.2, and without regard to whether any one unless the claim is asserted, utilizing the procedures set forth in Section 11.4, on or more of the items listed in this subparagraph (c) may be disclosed in the Disclosure Statement or otherwise known to Xxxxxx or any of its Subsidiaries as of the date hereof or before six months after the Closing Date, (iii) the Company's amount of any such claim exceeds $50,000.00 (an “Eligible Claim”), (iii) the aggregate dollar amount of all Eligible Claims equals or its Subsidiaries ownership exceeds $200,000.00, and then only to the extent of the capital stock dollar amount of Caribe such Eligible Claims in excess of $200,000.00, and the property located at Monroe, North Carolina which was owned by Chelsea Laboratories, Inc., including, without limitation, any Damages caused by the violation of any Environmental Law at such facilities or the presence or release of any Hazardous Materials upon, about or beneath such facilities; (iiiv) any item which should have been disclosed on the Disclosure Statement as of the Closing Date in response notwithstanding anything to the representations and warranties contrary as set forth in Section 3.20 herein; and (iii) without being limited by subparagraph (ii) abovethis Agreement, each of the items disclosed on Schedules 3.8(d) and 3.20 of the Disclosure Statement and each of the items described Seller’s indemnification obligations under this Agreement shall not exceed, in the audit response letters attached as exhibits aggregate, the sum of $1,000,000.00. Notwithstanding the other terms and conditions of this Agreement, Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 3.11 4.6. Also notwithstanding the other terms and conditions of this Agreement, Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any latent or hidden defects in and to the Disclosure Statement; provided, however, that after the Closing Date, Xxxxxx and the Company shall bear all liability for the item disclosed on Schedule 3.8(d) of the Disclosure Statement relating to a contract entered into by the Company with the Department of DefenseAssets.