Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any breach of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Time.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any breach of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or; (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Time; or (g) if the Closing occurs, any Tax benefit reflected on a post-Closing Tax Return which is attributable to a period prior to Closing to the extent not reflected on the Closing Balance Sheet.

Indemnification and Reimbursement by Buyer. (a) Subject to the limitations and qualifications set forth herein, Buyer will indemnify, defend indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller Indemnitees”)Seller, and will reimburse Seller Indemnitees Seller, for any Damages Losses arising from or in connection with: (ai) any inaccuracy in or any breach of any representation or warranty made by of Buyer or contained herein other than Buyer Entity in (i) this Agreement, Specified Representations; (ii) any inaccuracy in or any breach of any Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this AgreementSpecified Representation; (biii) any breach of any covenant or agreement of Buyer contained herein; and (iv) the Assumed Liabilities. (b) Notwithstanding Section 11.3(a)(i): (i) Buyer shall only be obligated to indemnify Seller and Shareholders under Section 11.3(a)(i) if the aggregate amount of Losses claimed under Section 11.3(a)(i) exceeds the Basket Amount, but if the aggregate of all Losses of Seller and Shareholders arising under this Agreement exceed the Basket Amount, then Buyer shall be obligated to indemnify Seller and Shareholders for any Losses suffered by Seller and Shareholders in excess of $125,000; and (ii) the maximum aggregate indemnification obligation of Buyer under Section 11.3(a)(i) shall be an amount equal to the Initial Cap; provided, however, that if the Losses under Section 11.3(a)(i) exceed the Initial Cap and the Earnout Amount exceeds the Earnout Floor, then Buyer shall indemnify Seller for 50% of all Losses under Section 11.3(a)(i) in this Agreement excess of the Initial Cap, up to the Second Cap. (iii) For the avoidance of doubt, the Initial Cap, Second Cap, Basket Amount and 50% sharing limitations do not apply to, and Buyer shall indemnify Seller without limitation with respect to, Sections 11.3(a)(ii) through (iv) or in any other certificateto claims based on fraud, documentcriminal misconduct, writing intentional or instrument delivered by Buyer pursuant to willful misrepresentation or intentional or willful breach of this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Time.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and their Representativesits successors and permitted assigns, shareholdersand its directors, subsidiaries officers, employees, agents and Related Persons Affiliates (collectively, the “"Seller Indemnitees”Indemnified Persons"), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages arising from or in connection with: (a) any breach by Buyer of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to Article 4 of this Agreement; (b) any breach breach, failure or non-fulfillment by Buyer of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Assets, the Business or Assets following and RSI after the Effective Time except to (other than the extent such Liability constitutes a Retained LiabilityLiabilities); (d) if any Liability arising from or in connection with any failure of Buyer's hiring procedures with respect to the Closing occurs, Business Employees to comply with Legal Requirements; (e) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s 's behalf) in connection with any of the Contemplated Transactions; (ef) if the Closing occurs, any failure by Buyer to perform or in due course pay and discharge any Assumed Liabilities; or; (fg) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to as further described in Section 2.4(b)(iii10.1(d), any Liability arising out or resulting from any violations of Buyer's post-Closing obligations under the WARN Act; (h) as further described in Sections 12.2(b) and 12.2(c), any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out Liability of or Seller relating to any occurrence Buyer's performance or event happening at or after the Effective Time.failure to perform under certain Business Contracts;

Indemnification and Reimbursement by Buyer. From and after the Closing Date, Buyer will indemnify, defend indemnify and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, Seller and/or the “Seller Indemnitees”)Shareholders, and will reimburse Seller Indemnitees and/or the Shareholders, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s 's behalf) in connection with any of the Contemplated Transactions; (ed) if the Closing occurs, any Assumed Liabilities; (e) any Environmental, Health and Safety Liabilities arising out of: (i) the ownership or operation by Buyer or CMC, directly or indirectly, at any time after the Closing Date of any of the Facilities, Purchased Assets or the Business; or (ii) any Hazardous Materials or other contaminants that are present on the Facilities (to the extent such Facility is owned, leased or operated by Buyer or CMC, directly or indirectly, after the Closing Date) or Purchased Assets at any time after the Closing Date to the extent that such Hazardous Materials or other contaminants were not present on the Facilities or Purchased Assets prior to the Closing Date and are not otherwise the subject of indemnification by Seller and the Shareholders in favor of Buyer Indemnified Persons pursuant to Section 11.2 or Section 11.3 above; or (f) if any bodily injury (including illness, disability and death), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the Closing occursuse of real property) or other damage of or to any Person or any Purchased Assets in any way arising from or allegedly arising from any Hazardous Activity conducted by Buyer or CMC, except directly or indirectly, with respect to the Business or the Purchased Assets after the Closing Date or from any Proceeding arising out of Hazardous Material that was (i) present or relating suspected to be present after the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any Facility and was present or suspected to be present on any Facility, after the Closing Date) or (ii) Released or allegedly Released by any Person on or at any Facilities or Purchased Assets at any time after the Closing Date; provided, however, that, for all purposes under this subsection (f): (x) such Facility is owned, leased or operated by Buyer or CMC, directly or indirectly, after the Closing Date, (y) such Hazardous Material or Hazardous Activity was not present on or at the Facilities or Purchased Assets prior to the Liabilities retained Closing Date and (z) such claim or event is not otherwise the subject of indemnification by Seller and the Shareholders in favor of Buyer Indemnified Persons pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of 11.2 or relating to any occurrence or event happening at or after the Effective TimeSection 11.3 above.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend and hold harmless Sellers, and their Representatives, shareholders, subsidiaries and Related Persons (collectively, the “"Seller Indemnitees”"), and will reimburse Seller Indemnitees for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) the Buyer Disclosure LetterSchedules, (iii) the amendment(s) amendments or supplement(s) supplements to the Buyer Disclosure LetterSchedules, (iv) the certificate delivered pursuant to Section 2.9(b)(viii2.9(a), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement; (b) any breach Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the either Business or the Assets following the Effective Time except to the extent such Liability constitutes a Retained LiabilityTime; (d) if the Closing occurs, any brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s 's behalf) in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or; (f) if the Closing occurs, any Environmental Liabilities that may be imposed upon or incurred by Sellers arising out of or relating to: (i) any Release of Hazardous Materials on, at, or underlying the ▇▇▇▇▇▇▇ Real Property by Buyer or its Affiliates or any subsequent owner or operator of the ▇▇▇▇▇▇▇ Real Property after the Effective Time; (ii) any violations of Environmental Law relating to the operation of either Business after the Effective Time; or (iii) the acts or omissions of Buyer in connection with the ownership or operation of either Business or the ▇▇▇▇▇▇▇ Real Property after the Effective Time; (g) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Time; or (h) if the Closing occurs, any Liability of Sellers as a result of letters of credit issued by HSBC Bank Canada being called on due to Buyer's failure to perform warranty obligations in respect of which such letters of credit have been issued provided such warranty obligations are Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless SellersSeller and each Shareholder, and their respective Representatives, shareholdersstockholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse Seller Indemnitees and Seller Indemnified Persons, for any Damages arising from or in connection with: (a) any breach of any representation or warranty made by Buyer in this Agreement or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Employees subsequent to the Closing; (e) if any Assumed Liabilities; (f) any Liability arising out of the ownership or operation of the Assets by Buyer after the Closing occurs, any Assumed Date other than the Retained Liabilities; or (fg) if any product or component thereof manufactured by or shipped or any services provided by Seller, in whole or in part, prior to the Closing occursDate, except with respect to or any Proceeding arising out of or relating Inventories purchased by Buyer hereunder, but only to the Liabilities retained pursuant to Section 2.4(b)(iii), any extent of the deductible under the Product Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective TimeInsurance Policies.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless Sellers, Seller and their Representatives, its shareholders, subsidiaries directors, officers and Related Persons employees (collectively, the “Seller IndemniteesIndemnified Persons”), ) and will reimburse Seller Indemnitees and Seller Indemnified Persons, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or Buyer Entity in the Transaction Documents (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) excluding the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viiiFacility Lease), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthe Transaction Documents (excluding the Facility Lease); (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (ed) if the Closing occurs, any Assumed Liabilities; (e) any liability resulting or arising from Buyer’s ownership and operation of the Assets or business after the Closing that is not a Liability for which Seller otherwise indemnifies Buyer under Sections 11.2 or 11.3 hereof; or (f) if any liability under WARN Act caused by Buyer’s decision not to hire the Closing occurs, except with respect requisite number of Active Employees so as to avoid liability under the WARN Act; (g) any Proceeding Environmental Claims arising out of or relating to: (i) operation by Buyer at any time subsequent to the Liabilities retained pursuant Closing Date of any of the Facilities, Assets, the Business or the Greenville Property; (ii) any Hazardous Materials that Buyer causes to Section 2.4(b)(iiibe present on, under, or emanating from the Facilities, Assets, or the Greenville Property or that Buyer disposes or transfers from the Facilities, Assets or the Greenville Property at any time subsequent to the Closing Date, and (iii) any bodily injury (including illness, disability and death, regardless of when any such bodily injury manifested itself), any Liability arising out of any Proceeding personal injury, property damage (including trespass, nuisance, diminution in property value, wrongful eviction and deprivation of the obligation use of real property) or other damage of or to handle any Person, property (real or personal), or any Assets subsequent to the Closing Date or from any Hazardous Material that Buyer causes to be (i) present or reasonably suspected to be present subsequent to the Closing Date on or at the Facilities (or present or reasonably suspected to be present on any other property, if such ProceedingHazardous Material emanated from any Facility or the Greenville Property and Buyer caused the Hazardous Material to be present on the Facility or the Greenville Property, subsequent to the Closing Date), or (ii) commenced Released on or at any Facilities, Assets, or the Greenville Property at any time subsequent to the Closing Date any liability arising under Environmental Law, including, without limitation, any Environmental Liabilities, resulting or arising from the acts or omissions of Buyer or the ownership or operation of the Facilities, Assets, the Business or the Greenville Property after the Effective Time Closing Date; and (h) any damage or destruction to the Leased Equipment, normal wear and arising out of or relating tear excepted and further excepting any existing wear, tear, and damage existing on the Closing Date. The circumstances and conditions described in Sections 11.4(g)(i)-(iii) are collectively referred to any occurrence or event happening at or after the Effective Timeherein as “Seller Environmental Claims.” Seller shall not be entitled to indemnification or

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and their its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages loss, liability, claim, damage, expense (including, without limitation, interest, penalties, costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement or the Plant Lease Agreement, (ii) Buyer Disclosure Letterany Schedule delivered by Buyer, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate certificates delivered pursuant to Section 2.9(b)(viii)2.10 (Closing Obligations) (for this purpose, each such certificate will be deemed to have stated that Buyer’s representations and warranties in this Agreement fulfill the requirements of Section 6.1 (Accuracy of Representations) as of the Closing Date as if made on the Closing Date or (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement or the Plant Lease Agreement; (b) any breach Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthereto; (c) if the Closing occurs, any Liability arising out of the Buyer’s ownership or operation of the Purchased Business or Assets following from and after the Effective Time except to other than the extent such Liability constitutes a Retained LiabilityLiabilities; (d) if the Closing occurs, any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) if any claim relating to any product or component thereof manufactured by or shipped, or any services provided by Buyer, in whole or in part, from and after the Closing occursDate not arising from a Retained Liability or a breach by Seller of any representation, any Assumed Liabilitieswarranty or covenant in this Agreement; orand (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective TimeAssumed Liabilities.

Indemnification and Reimbursement by Buyer. (a) Buyer will indemnify, defend indemnify and hold harmless Sellers, Seller and Shareholders and their respective Representatives, shareholdersbeneficiaries, subsidiaries trustees and Related Persons Affiliates (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages Losses arising from or in connection with: (ai) any inaccuracy in or any breach of any representation or warranty made by of Buyer or Buyer Entity contained in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this AgreementTransaction Document; (bii) any breach of any covenant or obligation agreement of Buyer in this Agreement or contained in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Transaction Document; or (ciii) any Assumed Liability. (b) Notwithstanding Section 11.3(a)(i): (i) Buyer shall only be obligated to indemnify the Seller Indemnified Persons under Section 11.3(a)(i) if the Closing occursaggregate amount of Losses claimed under Section 11.3(a)(i) exceeds the Basket Amount, any Liability but if the aggregate of all Losses of the Seller Indemnified Persons arising out of the ownership or operation Transaction Documents exceeds the Basket Amount, then Buyer shall be obligated to indemnify the Seller Indemnified Persons only for the amount of any Losses suffered by the Seller Indemnified Persons in excess of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability;Basket Amount; and (dii) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with maximum aggregate indemnification obligation of Buyer under Section 11.3(a)(i) (or any Person acting on Buyer’s behalfother than for breaches of Sections 5.1 (Organization; Authority; Enforceability) in connection with any of and 5.2 (No Violation)) shall be the Contemplated Transactions;General Cap Amount; and (eiii) if the Closing occurs, any Assumed Liabilities; or (fmaximum aggregate indemnification obligation of Buyer under Section 11.3(a) if shall be the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective TimePurchase Price Ceiling.

Indemnification and Reimbursement by Buyer. Buyer will indemnify310, defend LLC and EBS, jointly and severally, shall indemnify and hold harmless Sellers, Seller and its Affiliates and their Representativesrespective officers, shareholdersdirectors, subsidiaries partners, managers, members, Representatives and other Related Persons (collectively, the “Seller Indemnitees”Indemnified Persons"), and will reimburse Seller Indemnitees and each Seller Indemnified Person, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letterthe Schedules, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate certificates delivered pursuant to Section 2.9(b)(viii), (v2.9(b)(vi) any transfer instrument or (viiv) any other certificate, document, writing or instrument delivered by Buyer pursuant to this AgreementAgreement or the Contemplated Transactions; (b) any breach Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement, including the failure to (i) pay the Notes, the Milestone Payments, the Net Sales Payment or the Additional Consideration or (ii) reimburse Buyer for any Assumed Taxes in accordance with the terms hereof; (c) if the Closing occurs, any Liability arising out of the ownership Buyer’s ownership, use, or operation of the Business or Purchased Assets at any time following the Effective Time (except to the extent such Seller had any indemnification Liability constitutes a Retained Liabilitywith respect thereto pursuant to Section 8.2); (d) if the Closing occurs, any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions;; or (e) if any product or component thereof manufactured by or shipped, or any services provided by, Buyer, in whole or in part, after the Closing occurs, any Assumed LiabilitiesEffective Time; or (f) if any Assumed Liabilities, to the Closing occurs, except with respect to any Proceeding arising out of or extent relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time period from and arising out of or relating to any occurrence or event happening at or after the Effective Time.

Indemnification and Reimbursement by Buyer. (a) In the event that the Company, any of the Sellers or any of the directors of the Company are subject to any damages arising out of the Technair Agreement as a result of this Agreement or the Contemplated Transactions, ("Technair Damages") then the Buyer will indemnify, defend agrees to indemnify and hold harmless Sellerssuch Sellers and directors of the Company and each of them, and their Representativesrespective heirs, shareholdersrepresentatives, subsidiaries fiduciaries, controlling persons and Related Persons affiliates (collectively, the “Seller Indemnitees”"Sellers' Indemnified Persons"), and will reimburse Seller Indemnitees the Sellers' Indemnified Persons from any Technair Damages which the Sellers' Indemnified Persons may suffer through and after the date of the claim for indemnification. (b) In the event the Buyer commits a Breach of any Damages of its representations and warranties or commits a Breach of any of its covenants or obligations contained in this Agreement and provided that the Sellers make a written claim for indemnification against the Buyer within one (1) year after the Closing Date, the Buyer agrees to indemnify and hold harmless the Sellers Indemnified Persons and will reimburse the Sellers' Indemnified Persons for Damages, which the Sellers' Indemnified Persons may suffer through and after the date of the claim for indemnification, arising from or and in connection with: (a) with any breach Breach of any representation or warranty or covenant made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Time.

Indemnification and Reimbursement by Buyer. (a) Buyer will indemnify, defend shall indemnify and hold harmless SellersSeller, its members and their Representatives, shareholders, subsidiaries and Related Persons Affiliates (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse Seller Indemnitees Indemnified Persons, for any Damages Losses arising from from, related to or in connection with: (ai) any inaccuracy in or any breach of any representation or warranty made by of Buyer or Buyer Entity contained in (i) this Agreementany Transaction Document, other than the Fundamental Representations; (ii) Buyer Disclosure Letter, (iii) the amendment(s) any inaccuracy in or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) breach of any other certificate, document, writing or instrument delivered by Buyer pursuant to this AgreementFundamental Representation; (biii) any breach of any covenant or agreement of Buyer contained in any Transaction Document; and (iv) the Acquired Assets or the Assumed Liabilities. (b) Notwithstanding Section 10.3(a): (i) Buyer shall only be obligated to indemnify the Seller Indemnified Persons under Section 10.3(a)(i) if the aggregate amount of Losses claimed under Section 10.3(a)(i) exceeds the Deductible, whereupon Buyer shall only be obligated to pay the amount of any Losses in excess of the Deductible; (ii) the maximum aggregate indemnification obligation of Buyer under Section 10.3(a)(i) shall equal the Cap; (iii) the maximum aggregate indemnification obligation of Buyer under Sections 10.3(a)(i) and (ii) shall be an amount equal to the Purchase Price; and (iv) for the avoidance of doubt, the Deductible and Cap do not apply to, and the Buyer shall indemnify Seller Indemnified Persons without limitation with respect to, Buyer’s indemnification obligation set forth in this Agreement Sections 10.3(a)(iii) or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;(iv). (c) if Buyer shall not be obligated to indemnify for any Losses arising from or in connection with the Closing occurs, any Liability arising out of Acquired Assets or the ownership or operation of Assumed Liabilities to the Business or Assets following extent that such Losses were required to be paid during the period prior to the Effective Time except to the extent such Liability constitutes or arise as a Retained Liability; (d) if the result of any pre-Closing occursaction or inaction by Seller, any brokerage violation or finder’s fees breach by Seller of Applicable Requirements, breach by Seller of an Assumed Contract or commissions or similar payments based upon any agreement or understanding madeother obligation, or alleged to have been made, by any Person with Buyer (misrepresentation or any Person acting on Buyer’s behalf) breach of Seller hereunder or in connection with any of the Contemplated Transactions; (e) if the Closing occurs, any Assumed Liabilities; or (f) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective Timeherewith.

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and their Representativesits successors and permitted assigns, shareholdersand its directors, subsidiaries officers, employees, agents and Related Persons Affiliates (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons for any Damages arising from or in connection with: (a) any breach by Buyer of any representation or warranty made by Buyer or Buyer Entity in (i) this Agreement, (ii) Buyer Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to Article 4 of this Agreement; (b) any breach breach, failure or non-fulfillment by Buyer of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Assets, the Business or Assets following and RSI after the Effective Time except to (other than the extent such Liability constitutes a Retained LiabilityLiabilities); (d) if any Liability arising from or in connection with any failure of Buyer’s hiring procedures with respect to the Closing occurs, Business Employees to comply with Legal Requirements; (e) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (ef) if the Closing occurs, any failure by Buyer to perform or in due course pay and discharge any Assumed Liabilities; or; (fg) if the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to as further described in Section 2.4(b)(iii10.1(d), any Liability arising out or resulting from any violations of Buyer’s post-Closing obligations under the WARN Act; (h) as further described in Sections 12.2(b) and 12.2(c), any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out Liability of or Seller relating to any occurrence Buyer’s performance or event happening at or after the Effective Time.failure to perform under certain Business Contracts;

Indemnification and Reimbursement by Buyer. Buyer will indemnify, defend indemnify and hold harmless Sellers, Sellers and their Representatives, shareholders, subsidiaries and respective Related Persons (excluding, from and after the Closing Date, Buyer and Parent) (collectively, the “Seller IndemniteesIndemnified Persons”), and will reimburse the Seller Indemnitees Indemnified Persons, for any Damages arising from or in connection with: (a) any breach of any representation or warranty made by Buyer or Buyer Entity in this Agreement (i) this Agreement, (ii) Buyer without giving effect to any supplement to the Disclosure Letter, (iii) the amendment(sLetter described in Section 6.3(d)) or supplement(s) to the Buyer Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(b)(viii), (v) in any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) if the Closing occurs, any Liability arising out of the ownership or operation of the Business or Assets following the Effective Time except to the extent such Liability constitutes a Retained Liability; (d) if the Closing occurs, claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, made by any such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Seller’s maintenance of a Non-Transferred Liquor License for the benefit of Buyer and/or any Buyer Designee after the Effective Time in accordance with the provisions of Section 2.11(c); (e) if any Seller’s maintenance of a Restricted Material Contract or Restricted Non-Material Contract for the Closing occurs, benefit of Buyer and/or any Assumed LiabilitiesBuyer Designee after the Effective Time in accordance with the provisions of Sections 2.11(a) or (b); or (f) if any Assumed Liabilities or any other Liabilities (other than any Retained Liabilities) to the extent arising from the operation of the Business by Buyer from and after the Closing occurs, except with respect to any Proceeding arising out of or relating to the Liabilities retained pursuant to Section 2.4(b)(iii), any Liability arising out of any Proceeding (including the obligation to handle such Proceeding) commenced after the Effective Time and arising out of or relating to any occurrence or event happening at or after the Effective TimeDate.