Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. To the fullest extent permitted by applicable law, Seller shall forever indemnify, defend and hold harmless Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees), successors and assigns, from and against all liabilities, losses, penalties, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), and proceedings of any nature whatsoever, based upon or arising out of damage to property or injuries to persons (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes of this Section 8.1, “Injury” or “Damage”), in connection with Seller’s performance or failure to perform its obligations under this Contract and/or in connection with the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, to the extent that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises of, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees).

Seller’s Indemnity. To the fullest extent permitted by applicable law, Seller shall forever indemnify, defend covenants and agrees to ------------------- indemnify and hold harmless Constellationthe Buyer, its parents, Affiliatesofficers, directors, officers, employees, agents agents, advisers, representatives and Affiliates (including but not limited to Affiliates and contractors and their employees)collectively, successors and assigns, the "Buyer Indemnities") from and against against, and pay or reimburse the Buyer Indemnities for, any and all claims, liabilities, obligations, losses, penaltiesfines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), demands, judgments, actions, costs including out-of-pocket expenses and expenses (including, without limitation, reasonable attorneys’ ' and accountants' fees and costs of litigation), and proceedings incurred in the investigation or defense of any nature whatsoeverof the same or in asserting any of their respective rights hereunder (collectively, based upon "Losses") incurred after the Final Closing, resulting from or arising out of: (a) any material inaccuracy of damage any representation or warranty made by Seller herein or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to property be furnished to Buyer pursuant hereto or injuries to persons (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes of this Section 8.1, “Injury” or “Damage”), in connection with Seller’s performance or failure to perform its obligations under this Contract and/or in connection with the Services transactions contemplated hereby; or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, to the extent that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation any failure of any motor vehicle Seller to perform any covenant or pipeline used in the delivery agreement hereunder. Such indemnity obligations of Biodiesel and owned or hired Seller to Buyer for Losses may be collected only by Seller, its agents or contractors; (c) the performance of offset under any Transaction obligation otherwise owed to Seller or any activities of the Seller’s personnel on the premises ofits affiliates, related parties, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, principals by Buyer or any other intellectual property of its affiliates or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)related parties.

Seller’s Indemnity. To (a) Each of the fullest extent permitted by applicable lawSellers (collectively, Seller shall forever indemnify, defend the "Indemnifying Parties") hereby jointly and severally agrees to indemnify and hold harmless Constellationthe Buyer and the Xxxx Group entities, its parents, Affiliates, directors, their officers, employees, agents (including but not limited to Affiliates directors and contractors shareholders and their employeessuccessors and permitted assigns (each, an "Indemnified Party"), successors and assigns, harmless from and against against, any and all losses, damages, costs, expenses, liabilities, lossesobligations, penaltiesclaims of any kind, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and other legal costs of litigationand expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), and proceedings that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any nature whatsoeverof the representations and warranties made by the Sellers in or pursuant to this Agreement (other than those contained in Section 3.19(c), based upon (d), (e), (f), (k) and (l); (ii) any failure of the Sellers to (or to cause any of the Company or its Subsidiaries to) carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Company, its Subsidiaries, the Sellers pursuant to this Agreement; (iii) the Retained Liabilities; (iv) the fees and obligations described on Schedule 3.25; (v) environmental-related Losses to the extent arising out from the operation of damage the business or ownership of the Real Property or Assets by the Company or any of its Subsidiaries prior to property or injuries to persons (including death) the Closing Date, including, without limitation, those matters listed on Schedule 8.02(a)(v); (vi) Losses arising from the Seller’s employees matters set forth on Schedule 8.02(a)(vi); and (vii) Losses arising from the matters set forth on Schedule 8.02(a)(vii); provided, however, that the Indemnifying Parties shall not be required to indemnify and hold the Indemnified Parties harmless (A) pursuant to Section 8.02(a)(i) or (ii) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Indemnifying Parties within 18 months of the Effective Time describing with specificity the facts giving rise to the asserted right (unless such right is asserted pursuant to the representations, warranties, covenants or obligations made in (x) Section 3.27 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time, (y) Section 3.26 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) prior to 90 days after the expiration of the applicable statute of limitations relating to any subcontractor’s employeesTax, fines or penalties (z) Section 3.04 and Section 3.07(b) in which event there shall be no time limitation on when each right is asserted) or other tortious acts (collectivelyB) pursuant to Section 8.02(a)(v) or (vi) unless such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time of Closing; provided, further, that the Indemnifying Parties shall not be required to indemnify the Indemnified Parties under Section 8.02(a)(i) or (ii) unless and until the amount of all Losses for purposes which indemnification is sought with respect to Sections 8.02(a)(i) and (ii) hereof shall exceed $500,000, and, thereafter, the Indemnifying Parties shall indemnify the Indemnified Parties for all additional Losses in excess of $500,000 with respect to Sections 8.02(a)(i) and (ii); provided, further, however, that no Indemnifying Party shall have any obligation to indemnify the Indemnified Parties under Section 8.02(a)(i), (ii), (v), (vi), or (vii) for any Losses that, when added to all Losses for which indemnification is sought pursuant to Section 8.02(a)(i), 8.02(a)(ii), 8.02(a)(v), 8.02(a)(vi) and 8.02(a)(vii) of this Agreement, exceed $20,000,000 (except that any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties or covenants made by Sellers in Section 8.13.04 or 3.07(b) shall be indemnifiable without regard to the $500,000 and $20,000,000 limits and any Losses incurred by the Indemnified Parties as a result of the breach of the representations, “Injury” warranties, covenants or “Damage”obligations made by Sellers in Section 3.26, 3.27, 8.02(a)(v), in connection with Seller’s performance 8.02(a)(vi) or failure to perform its obligations under this Contract and/or in connection with the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including(vii), shall be indemnifiable without limitation, regard to the extent that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises of, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than $500,000 limit but shall be subject to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees$20,000,000 limit).

Seller’s Indemnity. To (a) Except as provided in subsection (b) herein, for a period of three (3) years from the fullest extent permitted by applicable lawClosing Date, Seller shall forever indemnify, defend and hold harmless ConstellationPurchaser, its parentsaffiliates (including without limitation, AffiliatesCompany), and their directors, officers, employees, attorneys, and agents (including but not limited to Affiliates and contractors and their employees), successors and assigns, harmless from and against any and all liabilities, losses, penaltiesdamages, claims, demands, judgments, actionscauses of action, costs and expenses (collectively "Claims") (including, without limitation, reasonable attorneys’ ' fees and costs of litigationexpenses and court costs), whether known or unknown, whether suit is instituted or not, and, if instituted, whether at any trial and proceedings appellate level, for the period prior to the Closing, arising out of, relating to or as a result of: (a) Company's and/or Seller's ownership or operation of Company or the Practice, including any defects in title; (b) any other actions or omissions of Company prior to the Closing Date; (c) any default or breach by Company or Seller of any nature whatsoeverrepresentation, based upon warranty or arising out of damage to property any other material term or injuries to persons condition in this Stock Purchase Agreement (including deaththe exhibits and attachments) or any ancillary agreement, document, or certificate to be delivered in connection with this Stock Purchase Agreement; (d) the conduct of Company's business on or prior to the date of the Closing, including, without limitation, the Seller’s employees any litigation now existing or any subcontractor’s employees, fines hereafter arising from such conduct occurring on or penalties or other tortious acts (collectively, for purposes of this Section 8.1, “Injury” or “Damage”), in connection with Seller’s performance or failure to perform its obligations under this Contract and/or in connection with the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, prior to the extent that they arise out ofClosing Date, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises of, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release inaccuracy of the Company Financial Statements; and (f) any act, conduct, omission or spill commitment of Company or Seller occurring on or prior to the Closing Date, which may hereafter be asserted against Company or Seller’s Biodiesel onto any property other than , whether or not unknown, unasserted or undiscovered by Purchaser as of Closing, but only to the extent such release or spill is caused not actually reimbursed to Purchaser by a failure insurance and only in an amount up to $1,000,000, exclusive of Constellation’s connection facilities; except any amounts in the Reserve Account. Purchaser agrees that with respect to any matter for which Seller has the foregoing obligations, Purchaser shall first attempt to satisfy the amount owed by Seller out of the Reserve Account. Without limiting the generality of the foregoing, with respect to the extent that such Injury or Damage is directly attributable measurement of damages, the Purchaser shall have the right to be put in the gross negligence or willful misconduct same financial position as it would have been in had the representations and warranties of ConstellationSeller been true and correct, its parentshad each of the covenants of Company and Seller been performed in full, Affiliatesand had Company and Seller paid, directors, officers, employees, agents (including but not limited to Affiliates discharged and contractors performed all of the liabilities and their employees)obligations of the Seller.

Seller’s Indemnity. To Sellers shall, jointly and severally, indemnify Buyer and the fullest extent permitted by applicable law, Seller shall forever indemnify, defend Company and hold harmless Constellation, its parents, Affiliateseach of their respective officers, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)agents, representatives, affiliates, successors and assignspermitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against all liabilitiesand pay on behalf of or reimburse such Buyer Parties in respect of any loss, lossesliability, penaltiesdamage, claimsdebt, demandsobligation, judgmentsdeficiency, actionsfine, costs claim, cause of action, fee, cost or expense of any kind or nature whatsoever, whether or not arising out of third party claims and expenses regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs of litigation)and all amounts paid in investigation, and proceedings defense or settlement of any nature whatsoever, based upon or arising out of damage to property or injuries to persons (including deaththe foregoing) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes “Losses” and individually, a “Loss”) arising from or related to: (i) any misrepresentation or the breach of any representation or warranty made by the Company or any Seller contained in this Section 8.1Agreement, “Injury” or “Damage”), in connection any Schedule hereto or any certificate delivered by the Company or any Seller to Buyer with Seller’s performance respect hereto or failure to perform its obligations under this Contract and/or thereto in connection with the Services transactions contemplated hereby, (ii) the breach of any covenant or agreement made by the Company or the sale of Biodiesel any Seller contained in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the extent that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminatedtransactions contemplated by this Agreement; (biii) the operations of Company or the ownership, use, occupancy or operation of any motor vehicle or pipeline used in asset owned by the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) Company prior to the performance of any Transaction or any activities of the Seller’s personnel on the premises of, or in connection with any property of, the buyer or its AffiliatesClosing Date, including, without limitation Seller’s performance or but not limited to, the employment of any Person, personal injury claims, breach of contract and the failure to perform its comply with any Law and any liabilities or obligations arising under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third partyEnvironmental Laws; or (eiv) any release or spill of Seller’s Biodiesel onto any property other than Taxes relating to the extent such release transfer of the Company’s 2014 Dodge Ram standard cab pickup from the Company to Sellers, whether assessed prior to, on or spill is caused by a failure of Constellation’s connection facilities; except to after the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)Closing Date.

Seller’s Indemnity. To Subject to the fullest extent permitted by applicable lawlimitations set forth herein, Seller shall forever indemnifyhereby agrees to indemnify Buyer and its Affiliates, defend and hold harmless Constellationtheir respective stockholders, its parents, Affiliatesofficers, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)representatives, counsel, agents, successors and assigns, from and against all liabilities, losses, penalties, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), and proceedings of any nature whatsoever, based upon or arising out of damage to property or injuries to persons (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts assigns (collectively, for purposes of this Section 8.1, the “Injury” or “DamageBuyer Indemnified Parties”), against, and agrees to hold the Buyer Indemnified Parties harmless from, any Loss incurred or suffered by such Buyer Indemnified Parties (individually, “Claim” or collectively, “Claims”), directly or indirectly (whether based on contract, tort, product liability, strict liability or otherwise), incurred in connection with Seller’s performance litigation or failure to perform its obligations under this Contract and/or in connection with otherwise, and any investigation relating thereto, by any of the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitationBuyer Indemnified Parties, to the extent that they arise resulting from or arising out of, are incident to or result directly or indirectly from : (a) biodiesel which does not meet any breach of any of the Specification representations or is contaminated; warranties of Seller or any of its Affiliates contained in this Agreement, (b) operation nonfulfillment of or any motor vehicle failure by Seller to perform any covenant or pipeline used agreement made or undertaken by Seller or its Affiliates in the delivery of Biodiesel and owned or hired by Sellerthis Agreement, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises ofall Excluded Liabilities, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim Liability of Seller that the supply becomes a Liability of any Buyer Indemnified Parties under bulk sales, bulk transfers or use similar applicable Laws of Seller’s Biodiesel infringesany jurisdiction, under any common law doctrine or de facto merger or successor liability, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights otherwise by operation of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)applicable Law.

Seller’s Indemnity. To Subject to the fullest extent permitted by applicable lawlimitations set forth herein, Seller shall forever indemnifyhereby agrees to indemnify Buyer and its Affiliates, defend and hold harmless Constellationtheir respective stockholders, its parents, Affiliatesofficers, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)​ ​ ​ representatives, counsel, agents, successors and assigns, from and against all liabilities, losses, penalties, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), and proceedings of any nature whatsoever, based upon or arising out of damage to property or injuries to persons (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts assigns (collectively, for purposes of this Section 8.1, the “Injury” or “DamageBuyer Indemnified Parties”), against, and agrees to hold the Buyer Indemnified Parties harmless from, any Loss incurred or suffered by such Buyer Indemnified Parties (individually, “Claim” or collectively, “Claims”), directly or indirectly (whether based on contract, tort, product liability, strict liability or otherwise), incurred in connection with Seller’s performance litigation or failure to perform its obligations under this Contract and/or in connection with otherwise, and any investigation relating thereto, by any of the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitationBuyer Indemnified Parties, to the extent that they arise resulting from or arising out of, are incident to or result directly or indirectly from : (a) biodiesel which does not meet any breach of any of the Specification representations or is contaminated; warranties of Seller or any of its Affiliates contained in this Agreement, (b) operation nonfulfillment of or any motor vehicle failure by Seller to perform any covenant or pipeline used agreement made or undertaken by Seller or its Affiliates in the delivery of Biodiesel and owned or hired by Sellerthis Agreement, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises ofall Excluded Liabilities, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim Liability of Seller that the supply becomes a Liability of any Buyer Indemnified Parties under bulk sales, bulk transfers or use similar applicable Laws of Seller’s Biodiesel infringesany jurisdiction, under any common law doctrine or de facto merger or successor liability, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights otherwise by operation of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)applicable Law.

Seller’s Indemnity. To the fullest extent permitted by applicable law, Seller shall forever indemnify, defend and hold harmless Constellationthe Buyer, its parents, Affiliates, directors, officers, employees, affiliates, agents (including but not limited to Affiliates and contractors and their employees)or representatives, successors and assigns, assigns from and against any and all liabilitiesClaims arising directly or indirectly as the result of (i ) any claim by any person, lossesentity or third party which claims an interest in, penaltiesor ownership of, the Interest by, through or under the Seller, or (ii) any breach by Seller of the representations and warranties made by Seller in Paragraph 3.01 above. Additionally, except to the extent Buyer shall indemnify Seller pursuant to Paragraph 8.07 above, Seller shall indemnify, defend and hold Buyer, its directors, officers, employees, affiliates agents or representatives, successors and assigns harmless from and against any and all actions, claims, demandscosts, judgments, actions, costs and damages or other expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), and proceedings of any nature whatsoever, based upon or attorney's fees) arising out of damage to property or injuries to persons (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes of this Section 8.1, “Injury” or “Damage”), in connection with Seller’s performance or failure to perform its obligations under this Contract and/or in connection with the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of this Agreement including, without limitation, to the extent that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification ownership or is contaminated; (b) operation of the Assets and which accrued or relate to events occurring prior to the Effective Date (hereinafter called "Seller Indemnified Claims"); including, but not limited to: (i) any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; claims listed on Exhibit "B" (cii) the performance any Seller Indemnified Claims of any Transaction person, entity or third party for personal injury (whether physical or non-physical), death or property damage, (iii) any activities of the Seller’s personnel on the premises of, Seller Indemnified Claims relating to or arising in connection with any property of, provisions of any agreement related to the buyer Assets or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (div) any claim that Seller Indemnified Claims arising from or relating to any violation or alleged violation of laws or regulations, including laws and regulations concerning hazardous materials or the supply protection of the environment, including any and all costs of compliance or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s remedial action necessary in connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)therewith.

Seller’s Indemnity. To (a) Each of the fullest extent permitted by applicable lawSellers (collectively, Seller shall forever indemnify, defend the "Indemnifying Parties") hereby jointly and severally agrees to indemnify and hold harmless Constellationthe Buyer and the Xxxx Group entities, its parents, Affiliates, directors, their officers, employees, agents (including but not limited to Affiliates directors and contractors shareholders and their employeessuccessors and permitted assigns (each, an "Indemnified Party"), successors and assigns, harmless from and against against, any and all losses, damages, costs, expenses, liabilities, lossesobligations, penaltiesclaims of any kind, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and other legal costs of litigationand expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), and proceedings that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any nature whatsoever, based upon of the representations and warranties made by the Sellers in or arising out of damage pursuant to property or injuries to persons this Agreement (including death) including, without limitation, the Seller’s employees or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes of this than those contained in Section 8.1, “Injury” or “Damage”3.19(c), in connection with Seller’s performance (d), (e), (f), (k) and --------------------------------------- (l); (ii) any failure of the Sellers to (or failure to perform cause any of the Company or its --- Subsidiaries to) carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or obligations under this Contract and/or in connection with Agreement or under any of the Services or documents and instruments delivered by the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 of Company, its Subsidiaries, the Sellers pursuant to this Agreement including, without limitation, Agreement; (iii) the Retained Liabilities; (iv) the fees and obligations described on Schedule 3.25; ------------- (v) environmental-related Losses to the extent that they arise out of, are incident to or result directly or indirectly arising from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle the business or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the performance of any Transaction or any activities ownership of the Seller’s personnel on the premises of, Real Property or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused Assets by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees).the

Seller’s Indemnity. To (i) From and after the fullest extent permitted by applicable lawClosing, each Seller shall forever indemnifyshall, severally and not jointly, and in proportion to their relative ownership of Purchased Shares, indemnify and defend Buyer, and hold harmless Constellationeach of its successors and assigns, its parents, Affiliatesofficers, directors, officers, employees, agents advisors, and affiliates (as applicable, the “Buyer Indemnified Party”), and hold each of them harmless from and against any and all claims, judgments, proceedings, actions, suits, investigations, liabilities, losses, reasonable costs (including the reasonable fees and disbursements of attorneys), expenses and damages, including without limitation under federal or provincial or state securities laws, but excluding any incidental, consequential or punitive damages, (collectively, “Damages”) directly or indirectly based on, arising out of or relating to: (A) any breach of or inaccuracy in any representation or warranty of the Company set forth in this Agreement; (B) any breach of any covenant or agreement of the Company set forth in this Agreement or any of the other agreements, certificates and instruments delivered or required to be delivered hereunder or in connection with the transactions contemplated by this Agreement to be performed at or prior to the Closing; (C) any liability of the Company that accrues after the Closing Date for Taxes for all periods ending on or before the Closing Date (the “Pre-Closing Periods”), including, but not limited to Affiliates Taxes for a Pre-Closing Period arising as a result of any federal or provincial governmental action, including any audit, assessment or reassessment of the Company before or after the Closing Date; and contractors (D) any liability of the Company as a result of any federal or provincial governmental action, including any audit, assessment or reassessment in respect of the SRED Claim (as such term is defined in Section 2(g)) (collectively, “Buyer Indemnity Claims”). In addition, each of the Sellers individually agrees to indemnify and their employees)defend the Buyer Indemnified Parties, successors and assigns, hold each of them harmless from and against any and all liabilitiesDamages directly or indirectly based on, losses, penalties, claims, demands, judgments, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), and proceedings of any nature whatsoever, based upon or arising out of damage or relating to property any breach or injuries to persons (including death) including, without limitation, the Seller’s employees inaccuracy in any representation or any subcontractor’s employees, fines or penalties or other tortious acts (collectively, for purposes warranty of this that Seller set forth in Section 8.1, “Injury” or “Damage”), in connection with Seller’s performance or failure to perform its obligations under this Contract and/or in connection with the Services or the sale of Biodiesel in accordance with Section 2.4 and/or 2.5 4 of this Agreement including, without limitation, or with respect to the extent any breach of covenant of and by that they arise out of, are incident to or result directly or indirectly from (a) biodiesel which does not meet the Specification or is contaminated; (b) operation of any motor vehicle or pipeline used in the delivery of Biodiesel and owned or hired by Seller, its agents or contractors; (c) the performance of any Transaction or any activities of the Seller’s personnel on the premises of, or in connection with any property of, the buyer or its Affiliates, including, without limitation Seller’s performance or failure to perform its obligations Seller under such Confirmation or this Contract; (d) any claim that the supply or use of Seller’s Biodiesel infringes, or is alleged to infringe, any patents or inventions, copyrights, trade secrets, trademarks, or any other intellectual property or proprietary rights of any third party; or (e) any release or spill of Seller’s Biodiesel onto any property other than to the extent such release or spill is caused by a failure of Constellation’s connection facilities; except to the extent that such Injury or Damage is directly attributable to the gross negligence or willful misconduct of Constellation, its parents, Affiliates, directors, officers, employees, agents (including but not limited to Affiliates and contractors and their employees)Agreement.